Common use of Amendments to Section 2 Clause in Contracts

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."

Amendments to Section 2. (a) 10. Section 2.11(a) of the Credit -------------------------- Agreement 2.10 is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):by: (a) Unless amending Section 2.10(b) in its entirety to read as follows: (b) The Borrower shall notify the Required Prepayment Lenders Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing denominated in Euros, not later than 11:00 a.m., London time, four Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iv) in the case of prepayment of a Competitive Loan, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall otherwise agreebe irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any Indebtedness such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of in the Net Cash Proceeds thereof shall be applied Dollar Equivalent (determined on the date by which a notice of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall respect thereof is required to be required -------- delivered pursuant to this Section 2.11(a2.10(b)) with respect of an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to (i) other than the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent set forth therein, Indebtedness Incurred in accordance with required by Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred 2.12 and any break funding payments required by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)2.15." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."”

Amendments to Section 2. 3 (a) Section 2.11(a2.3(b) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the Credit Original Agreement is hereby amended by deleting the first sentence word “and” after the phrase “Retention Payments;” in such section and substituting inserting immediately after the phrase “June 30, 2005” the phrase “; and (v) Supplemental Bonuses.” (b) Section 2.3(c) of the Original Agreement is hereby amended and restated in lieu thereof its entirety as set forth below: (c) The Initial Cash Price shall be decreased by the followingsum of: "Unless (i) the Required Prepayment Lenders Purchase Price Adjustment Items; plus (ii) the difference, if any, of (A) the sum of the payments made by or on behalf of the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries), net of any payments made by Seller or its Affiliates (other than the Companies and their Subsidiaries) on behalf of the Companies or their Subsidiaries in respect of the period from July 1, 2005 through August 31, 2005, and (B) the difference between (1) the amount required to be paid by the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries) in respect of such period pursuant to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) to the Companies or their Subsidiaries in respect of such period pursuant to the Inter-Company Agreements; provided that all Cash of the Business (other than Restricted Cash) through and including June 30, 2005 shall otherwise agree, if, for be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii) in the case of any fiscal year of Details with respect payments made by any Company or any Subsidiary prior to which or on the last day thereof Closing Date in connection with the Consolidated Senior Leverage Ratio is greater than settlement or equal to 1.50 to 1.00, there shall be Excess Cash Flowresolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) of the Seller Disclosure Schedule, the Borrowers shall, on amount of such payments less the relevant Excess Cash Flow Application portion of payments that would have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date, prepay ; plus (iv) the Term Loans aggregate amount of all the payments made to stockholders of TRL Group other than Seller and reduce its Subsidiaries by any of the Revolving Credit Commitments as Companies or their Subsidiaries to satisfy the condition set forth in Section 2.11(d5.1(g) in an amount equal but only to the lesser extent, if any, that such payments were not funded by Seller or any of its Subsidiaries (iother than the Companies and their Subsidiaries); plus (v) 25all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the Excluded Litigation Matters and 80% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as all payments made by any of the end Companies or their Subsidiaries after June 30, 2005 in respect of such fiscal year as if such prepayments legal fees and reductions were made expenses incurred in respect of the litigation set forth on Section 7.1(a)(xi) of the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000Seller Disclosure Schedule."”

Amendments to Section 2. (a) Section 2.11(a) 2 of the Credit -------------------------- Registration Rights Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):hereby: (a) Unless amended to include new subsection (c), which shall read as follows: (c) Within two business days of the Required Prepayment Lenders Exchange Closing Date, the Company shall otherwise agreeprepare and file with the Commission a prospectus supplement pursuant to Rule 424(b) (the “Exchange Prospectus Supplement”) covering the resale of the Warrant Shares for an offering to be made on a continuous basis pursuant to Rule 415 or, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% Rule 415 is not available for offers and sales of the Net Cash Proceeds thereof shall be applied on the date Warrant Shares, by such other means of such Incurrence toward the prepayment resale of the Term Loans Warrant Shares as the Holder may reasonably specify. The Exchange Prospectus Supplement shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” and the reduction of the Revolving Credit Commitments “Selling Stockholder” sections attached hereto as set forth in Section 2.11(d)Annex A-2; provided provided, however, that no such prepayment and reduction Holder shall be required -------- to be named as an “underwriter” without such Hxxxxx’s express prior written consent. The Exchange Prospectus Supplement shall supplement the base prospectus forming a part of the Company’s registration statement on Form S-3 (No. 333-280548), which was filed with the Commission on June 28, 2024 and became automatically effective upon filing (the “Warrant Shares Shelf Registration Statement”). Subject to the terms of this Agreement, the Company shall use its best efforts to keep the Warrant Shares Shelf Registration Statement continuously effective under the Securities Act until the earlier date that all Warrant Shares covered by the Exchange Prospectus Supplement (i) have been sold, thereunder or pursuant to this Section 2.11(aRule 144 or any other rule of similar effect, or (ii) may be sold without volume or manner of sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with respect the current public information requirement under Rule 144. If at any time following the filing of the Exchange Prospectus Supplement when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to (i) other than as promptly as possible post-effectively amend the Warrant Shares Shelf Registration Statement to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, a Registration Statement that is not automatically effective or file a new Registration Statement on Form S-3; (ii) up to $65,000,000 of Indebtedness Incurred have such post-effective amendment or Registration Statement declared effective by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) SEC; and (iii) keep such Registration Statement effective during the period for which such Registration Statement is required to be kept effective in accordance with this Agreement. (b) amended by replacing subsection (c) in its entirety with new subsection (d), which shall read as follows: (d) If: (i) a Registration Statement covering Registrable Securities and required to be filed by the Company pursuant to Section 2(a) or Section 2(b) of this Agreement is not (a) filed with the Commission on or before the Filing Date or Cutback Filing Deadline, as applicable, (a “Filing Failure”) or (b) declared effective by the Commission on or before the Effectiveness Date or Cutback Effectiveness Deadline, as applicable, (an “Effectiveness Failure”) or (ii) on any Net Cash Proceeds from day after a Registration Statement has been declared effective, or becomes automatically effective, by the issuance Commission, as applicable, sales of all the Registrable Securities required to be included on such Registration Statement cannot be made for more than ten consecutive calendar days or more than an aggregate of 15 calendar days (which need not be consecutive calendar days) during any 12 month period pursuant to such Registration Statement due to the Company’s inaction or deficiency (including by reason of a stop order or because of a failure to keep such Registration Statement effective by disclosing such information as is necessary for sales to be made pursuant to such Registration Statement) (a “Maintenance Failure,” and each of a Filing Failure, an Effectiveness Failure and a Maintenance Failure being referred to as an “Event”, and for purposes of clause (i), the date on which such Event occurs, and for purposes of clause (ii), the date on which such ten or 15 calendar day period, as applicable, is exceeded, being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (pro rata for any portion thereof) (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the Convertible Subordinated Notesaggregate amount invested by such Holder for the Registrable Securities pursuant to the Purchase Agreement held by such Holder as of the Event Date; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used aggregate liquidated damages payable hereunder shall not exceed, in the manner aggregate, 6.0% of the aggregate amount invested by such Holder for the Registrable Securities; and provided further that in the event of a cutback limitation as described in Section 6.13(a2(b)." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence , liquidated damages hereunder shall only accrue and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details be payable with respect to which on Cutback Shares such that the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there liquidated damages shall be Excess Cash Flowreduced in the same proportion as the total number of Shares required to be registered hereunder, less the Cutback Shares, bear to the total number of Shares required to be registered hereunder. By way of example, if the total number of Shares required to be registered hereunder is 1,000,000 and the number of Cutback Shares is 250,000, then the liquidated damages shall be reduced by 75%. If the Company fails to pay any partial liquidated damages pursuant to this Section 2(d) in full within ten (10) Business Days after the date payable, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(dCompany will pay interest thereon at a rate of 12.0% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) in an amount equal to the lesser of (i) 25% of Holder, accruing daily from the date such Excess Cash Flow and (ii) an amount sufficient partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to cause the Consolidated Senior Leverage Ratio, determined terms hereof shall apply on a daily pro forma rata basis as for any portion of a month prior to the end cure of such fiscal year as if such prepayments and reductions were made an Event. Notwithstanding anything contained herein, no liquidated damages shall accrue or be payable under this Section 2(d) on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, any securities that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000are not Registrable Securities."

Amendments to Section 2. 03. (a) Section 2.11(a2.03(a) of the Credit -------------------------- Agreement Series 2010-VFN Indenture Supplement is hereby amended by deleting such section Section in its entirety and substituting in lieu thereof replacing it with the following new Section 2.11(a): (a) Unless following: “On any Payment Date occurring during the Required Prepayment Lenders shall otherwise agreeRevolving Period, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% the Issuer may cause the principal portion of the Net Cash Proceeds thereof shall Series 2010-VFN Notes to be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth prepaid in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred full or in accordance with Section 7.2part, (iix) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on if the commitment aggregate principal amount of such Indebtedness prepayment is greater than $10,000,000, on not less than three Business Days prior written notice by the Servicer or (whether or not drawny) and otherwise, one Business Day prior written notice by the foreign currency exchange ratesServicer, in each case, at to the time of Indenture Trustee and the Incurrence of any such Indebtedness (for this purpose, Administrative Agent in accordance with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated NotesNote Purchase Agreement; provided, however that such prepayment shall not be permitted unless all due (or, if the Net Cash Proceeds described Series 2010-VFN Notes are paid in this clause (iiifull and terminated, all accrued) are -------- used and unpaid Series 2010-VFN Monthly Interest, Additional Amounts and Non-Use Fees have been paid in the manner described in Section 6.13(a)full."” (b) Section 2.11(c2.03(b) of the Credit Agreement Series 2010-VFN Indenture Supplement is hereby amended by deleting the first sentence such Section in its entirety and substituting in lieu thereof replacing it with the following: "Unless “In addition, on any Business Day, the Required Prepayment Lenders shall otherwise agreeIssuer may cause the principal portion of the Series 2010-VFN Notes to be prepaid in full or in part, if, for any fiscal year (x) if the aggregate principal amount of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio such prepayment is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall$10,000,000, on not less than three Business Days prior written notice by the relevant Excess Cash Flow Application DateServicer or (y) otherwise, prepay on one Business Day prior written notice by the Term Loans and reduce the Revolving Credit Commitments as set forth Servicer, in Section 2.11(d) in an amount equal each case, to the lesser Indenture Trustee and the Administrative Agent, with the proceeds from issuance of (i) 25% of a new Series issued substantially contemporaneously with such Excess Cash Flow and (ii) an amount sufficient to cause prepayment in accordance with the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00Note Purchase Agreement; provided, however that no such prepayment or -------- reduction shall not be required with respect to any Excess Cash Flow for permitted unless all due (or, if the fiscal year of Details ended December 31Series 2010-VFN Notes are paid in full and terminated, 2000all accrued) and unpaid Series 2010-VFN Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full."”

Amendments to Section 2. 3. (a) Section 2.11(a2.3(a) of the Credit -------------------------- Agreement Agreement, ON BASE RATE ADVANCES, is hereby modified and amended by deleting such section in its entirety the first sentence therefrom and by substituting the following in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness thereof: "Interest on each Base Rate Advance shall be Incurred by Holdings or any computed on the basis of its Subsidiaries, an amount equal to 100% a year of 365/366 days for the Net Cash Proceeds thereof actual number of days elapsed and shall be applied payable quarterly in arrears on the date last Business Day of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)calendar quarter." (b) Section 2.11(c2.3(b) of the Credit Agreement Agreement, ON EURODOLLAR ADVANCES, is hereby modified and amended by deleting the first sentence therefrom and by substituting the following in lieu thereof the followingthereof: "Unless the Required Prepayment Lenders Interest on each Eurodollar Rate Advance shall otherwise agree, if, for any fiscal year of Details with respect to which be computed on the last basis of a 360-day thereof year for the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there actual number of days elapsed and shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth payable in Section 2.11(d) in an amount equal to the lesser of arrears (i) 25% of on the applicable Payment Date for such Excess Cash Flow Advance, and (ii) an amount sufficient if the Eurodollar Advance Period for such Eurodollar Advance exceeds three (3) months, on every three (3) month anniversary of such Eurodollar Advance." (c) Section 2.3(f) of the Credit Agreement, APPLICABLE MARGINS FOR BASE RATE ADVANCES AND EURODOLLAR ADVANCES, is hereby modified and amended by deleting the introductory paragraph in clause (i) in its entirety and substituting the following in lieu thereof: "ADVANCES UNDER THE REVOLVING COMMITMENT OR OF THE TRANCHE A LOANS. With respect to cause any Advance under the Consolidated Senior Revolving Commitment, or any Advance of the Tranche A Loans, the Applicable Margin shall be the interest rate margin based upon the Borrower Leverage RatioRatio for the most recent fiscal quarter end, determined on a pro forma basis effective as of the end second (2nd) Business Day after the financial statements referred to in Section 7.1 hereof are delivered by the Borrower to the Administrative Agent for the fiscal quarter of such fiscal year the Borrower most recently ended, expressed as if such prepayments a per annum rate of interest as follows:" (d) Section 2.3(f) of the Credit Agreement, APPLICABLE MARGINS FOR BASE RATE ADVANCES AND EURODOLLAR ADVANCES, is hereby further modified and reductions were made on amended by deleting clause (ii) in its entirety and substituting the last day following in lieu thereof: (ii) ADVANCES OF THE TRANCHE B LOANS. With respect to any Advance of such fiscal yearthe Tranche B Loans, to be less than 1.50 to 1.00; providedthe Applicable Margin shall be, that no such prepayment or -------- reduction shall be required (A) 4.00% per annum with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000Eurodollar Advance and (B) 2.75% per annum with respect to any Base Rate Advance."

Amendments to Section 2. 4. (a) Section 2.11(a2.4(a) of the Credit -------------------------- Agreement Agreement, COMMITMENT FEES, is hereby modified and amended by deleting such section in its entirety the second sentence therefrom (beginning with "Such commitment fees...") and substituting the following in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness thereof: "Such commitment fees shall be Incurred by Holdings or any computed on the basis of its Subsidiariesa year of 365/366 days for the actual number of days elapsed, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied payable quarterly in arrears on the date last Business Day of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction each calendar quarter, shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth thereinfully earned when due, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred non-refundable when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)paid." (b) Section 2.11(c2.4(b) of the Credit Agreement Agreement, LETTER OF CREDIT FEE, is hereby modified and amended by deleting the second sentence therefrom (beginning with "Such letter of credit fee...") and by substituting the following in lieu thereof: "Such letter of credit fee shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter during which such Letter of Credit is outstanding, and any accrued and unpaid letter of credit fees shall also be due and payable on the Initial Maturity Date." (c) Section 2.4(c) of the Credit Agreement, ISSUING BANK FEE, is hereby modified and amended by deleting the first sentence therefrom and by substituting the following in lieu thereof the followingthereof: "Unless The Borrower agrees to pay to the Required Prepayment Lenders shall otherwise agree, ifIssuing Bank, for any fiscal year its own account, an issuing bank fee in Dollars in the amount of Details such Issuing Bank's customary fee with respect to the issuance of a Letter of Credit calculated on the Dollar Equivalent Amount of the currency in which such Letter of Credit is denominated on the stated amount of each Letter of Credit issued by such Issuing Bank hereunder, which fee shall be due and payable quarterly in arrears on the last day thereof the Consolidated Senior Leverage Ratio Business Day of each calendar quarter in which such Letter of Credit is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000outstanding."

Amendments to Section 2. (i) Subsection (a) of Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) 2.01 of the Credit Agreement is hereby amended by deleting such subsection in its entirety and inserting the first sentence and substituting following in lieu thereof thereof: (a) Subject to and upon the following: "Unless the Required Prepayment Lenders shall otherwise agreeterms and conditions set forth herein, ifeach Lender with a Term Loan Commitment severally agrees to make a term loan or term loans (each, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00a “Term Loan” and, there shall be Excess Cash Flowcollectively, the Borrowers shall“Term Loans”) to the Borrower, on the relevant Excess Cash Flow Application Date, prepay the which Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% (A), in the case of such Excess Cash Flow Term Loans made on the Initial Borrowing Date, shall be incurred pursuant to a single drawing on the Initial Borrowing Date, (B) in the case of CMAC Term Loans, shall be incurred pursuant to a single drawing on the date of the consummation of the CMAC Acquisition and (C) in the case of Incremental Term Loans, shall be incurred pursuant to one or more drawings in accordance with Section 2.16 and the applicable Increase Term Joinder, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iv) shall be made by each such Lender in an aggregate principal amount sufficient to cause which does not exceed the Consolidated Senior Leverage Ratioaggregate Term Loan Commitment of such Lender on the date of the applicable Borrowing. Once repaid, determined on a pro forma basis as of Term Loans incurred hereunder may not be reborrowed.” (ii) The following Section 2.16 is hereby inserted immediately after the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."Section 2.15:

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):09. (a) Unless The first sentence of Section 2.09(b) is hereby amended and restated in its entirety to read as follows: “The Borrower shall notify the Required Prepayment Lenders shall otherwise agreeAdministrative Agent by telephone (confirmed by telecopy or electronic communication) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiariesnot later than 11:00 a.m., an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on New York City time, three Business Days before the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth thereinprepayment, Indebtedness Incurred in accordance with Section 7.2, or (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment."” (b) Section 2.11(c2.09(c) of the Credit Agreement is hereby amended by deleting and restated in its entirety to read as follows: (c) If on any Calculation Date, the first sentence and substituting total Revolving Credit Exposures exceeds the total Commitments then in lieu thereof effect, then the following: "Unless the Required Prepayment Lenders Borrower shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or (A) prepay Borrowings in an aggregate amount equal to 1.50 such excess and (B) if any excess remains after prepaying Borrowings as a result of an LC Exposure, pay to 1.00, there shall be Excess Cash Flow, the Borrowers shall, Administrative Agent on behalf of the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in Lenders an amount equal to the lesser such excess to be held as cash collateral as provided in Section 2.04(j). Each such prepayment shall be accompanied by a payment of (i) 25% of such Excess Cash Flow all accrued and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made unpaid interest on the last day Loans prepaid and any break funding payments required by Section 2.14. The Borrower shall be obligated to make such prepayment and/or deposit of such fiscal yearcash collateral within five Business Days of written demand from the Administrative Agent. Each prepayment of Borrowings pursuant to this Section 2.09(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and second, to be less any Eurocurrency Borrowings then outstanding, and if more than 1.50 one Eurocurrency Borrowing is then outstanding, to 1.00; provided, that no each such prepayment or -------- reduction shall be required Eurocurrency Borrowing in order of priority beginning with respect to any Excess Cash Flow for the fiscal year Eurocurrency Borrowing with the least number of Details ended December 31, 2000days remaining in the Interest Period applicable thereto and ending with the Eurocurrency Borrowing with the most number of days remaining in the Interest Period applicable thereto."

Amendments to Section 2. (a) Section 2.11(a2.13(a)(i) of the Credit -------------------------- Receivables Purchase Agreement is hereby amended by deleting such section and restated in its entirety and substituting in lieu thereof the following new Section 2.11(a):to read as follows: (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than The Sellers, upon 30 days prior notice, may at any time require each of the Purchasers to sell all of its right, title and interest in all the Purchased Receivables to a third party or third parties designated in such notice on the Ending Date of any Settlement Period ending on or after the Commitment Expiration Date or Commitment Termination Date, as applicable. The purchase price, which shall be paid on such Ending Date, shall be equal to the sum of (A) for each Purchaser, the sum of the products obtained by multiplying such Purchaser's Beneficial Interest Percentage by the aggregate Net Balances of Purchased Receivables (calculated separately for each different currency in which such Purchased Receivables are payable), which amounts shall be payable in the currencies in which such Purchased Receivables are payable on the Domestic Business Day next preceding the Reset Date for such Settlement Period plus (B) to the extent set forth thereinnot otherwise accounted for and paid pursuant to Section 2.09, Indebtedness Incurred in accordance with all Purchasers' Yields accrued to such Ending Date and all Facility Fees for such Settlement Period, subject to any necessary adjustment required by Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn2.10(c)(i)(A) and Section 2.10(c)(ii), respectively, plus (C) all other amounts payable to the foreign currency exchange rates, in each case, at Purchasers and the time of Agent hereunder and under the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notesother Facility Documents; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)."or (b) Section 2.11(c2.13(b) of the Credit Receivables Purchase Agreement is hereby amended by deleting and restated in its entirety to read as follows: (b) If on the first sentence and substituting in lieu thereof Domestic Business Day next preceding the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, Reset Date for any fiscal year of Details with respect to which Settlement Period ending on or after the Commitment Termination Date or the Commitment Expiration Date, as applicable, the Portfolio Balance is less than $12,000,000, the Sellers shall have the right on the last day thereof Ending Date for such Settlement Period, upon notice delivered to the Consolidated Senior Leverage Ratio is greater Agent not less than or equal 5 Domestic Business Days prior to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application such Ending Date, prepay to repurchase from the Term Loans and reduce Purchasers all of the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount Purchased Receivables for a repurchase price equal to the lesser sum of (i) 25% for each Purchaser, the sum of the products obtained by multiplying such Excess Cash Flow and Purchaser's Beneficial Interest Percentage by the aggregate Net Balances of Purchased Receivables (calculated separately for each different currency in which such Purchased Receivables are payable), which amounts shall be payable in the currencies in which such Purchased Receivables are payable on the Domestic Business Day next preceding such Reset Date, plus (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratioextent not otherwise accounted for and paid pursuant to Section 2.09, determined on a pro forma basis as all Purchasers' Yield accrued to such Ending Date and all Facility Fees for such Settlement Period, subject to any necessary adjustment required by Section 2.10(c)(i)(A) and Section 2.10(c)(ii), respectively, plus (iii) all other amounts payable to the Purchasers and the Agent hereunder and under the other Facility Documents. Any notice of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, repurchase delivered pursuant to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction this Section shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000irrevocable."

Amendments to Section 2. (a) 23. Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) 2.23 of the Credit Agreement is hereby amended as follows: (i) The words "or, in the case of a Special Letter of Credit, for the account of the applicable joint venture or Affiliate" are inserted after the words "for its own account" in Section 2.23(a). (ii) The following sentence is inserted after the second sentence of Section 2.23(a): "Each Letter of Credit will be denominated in dollars or in a Designated Foreign Currency." (iii) The phrase "(excluding the Non-Borrower Percentage of any Special Letter of Credit)" is inserted after the phrase "Letters of Credit" in each of subclause (A) and subclause (B) of clause (ii) of the third sentence of Section 2.23(a). (iv) The following new sentence is inserted at the end of Section 2.23(a): "Notwithstanding any other provision of this Section, (i) any Special Letter of Credit requested by deleting the first sentence Borrower shall be issued at the good faith, sole discretion of the Issuing Bank requested to issue the same and substituting in lieu thereof only after the following: "Unless Borrower and the Required Prepayment other persons to be responsible for the reimbursement of L/C Disbursements thereunder shall have delivered to such Issuing Bank documentation satisfactory to it (which may include reimbursement undertakings, guarantees, back-to-back letters of credit or security agreements) providing for and, if applicable, securing, such reimbursement obligations, (ii) the Revolving Credit Lenders shall otherwise agreeparticipate only in the Borrower Percentage of any Special Letter of Credit, if, for and the Non-Borrower Percentage of any fiscal year Special Letter of Details with Credit and all reimbursement obligations in respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there of drawings thereunder shall be Excess Cash Flowsolely for the account and risk of such Issuing Bank, and (iii) the Borrower shall have no reimbursement obligations in respect of drawings to the extent they relate to the Non-Borrower Percentage of any Special Letters of Credit." (v) The words "and currency" are inserted after the words "the amount" wherever such words appear in Section 2.23(b). The words "and, in the case of a Special Letter of Credit, the Borrowers shallBorrower Percentage thereof" are inserted after the words "issued by it" in the second sentence of Section 2.23(b). The following new sentence is inserted at the end of Section 2.23(b): "The Dollar Equivalent of each Letter of Credit denominated in a Designated Foreign Currency shall be determined or redetermined, as applicable, on the relevant Excess Cash Flow Application Datedate of issuance, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% increase or extension of such Excess Cash Flow Letter of Credit and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal yeareach month thereafter, and each Issuing Bank shall promptly notify the Administrative Agent of the determination thereof." (vi) The proviso in Section 2.23(c) is amended to read as follows: "PROVIDED that the portion of the L/C Exposure attributable to Non-Financial Letters of Credit expiring in more than three years shall at no time exceed $250,000,000". (vii) The following parenthetical is inserted at the end of the second sentence of Section 2.23(d): "(converted, in the case of any L/C Disbursement made in a Designated Foreign Currency, to dollars as provided in paragraph (e) below)". (viii) The words "(in the case of a Letter of Credit denominated in a Designated Foreign Currency, an amount in dollars (or, if acceptable to the Borrower and such Issuing Bank, in such foreign currency) equal to such L/C Disbursement based on the applicable Exchange Rate on the date of payment)" are inserted after the words "equal to such L/C Disbursement" in Section 2.23(e). (ix) The following new sentence is inserted at the end of Section 2.23(e): "If the Borrower shall fail to reimburse any L/C Disbursement in respect of a Letter of Credit denominated in a Designated Foreign Currency by the time specified in the preceding sentence, the Borrower's obligation under this paragraph in respect of such L/C Disbursement shall at that time be less than 1.50 automatically converted into an obligation denominated in dollars at the Exchange Rate in effect on the date of such conversion. The Borrower agrees to 1.00; provided, that no indemnify each Issuing Bank against any loss or expense determined by such prepayment Issuing Bank in good faith to have resulted from any conversion pursuant to the preceding sentence by reason of the inability of such Issuing Bank to convert the dollar amount received from the Borrower (or -------- reduction shall be required with respect from the Revolving Credit Lenders pursuant to any Excess Cash Flow for Section 2.03(f) into an amount in the fiscal year currency of Details ended December 31, 2000such Letter of Credit equal to the amount of such L/C Disbursement)." (x) The following parenthetical is inserted at the end of the first sentence of Section 2.23(h): "(or, in the case of an L/C Disbursement under a Letter of Credit denominated in a Designated Foreign Currency, for each day prior to the conversion of the Borrower's obligation in respect of such L/C Disbursement into dollars as provided in paragraph (e) above, at the rate determined by the Issuing Bank in good faith to represent such Issuing Bank's cost of overnight or short-term funds in the applicable currency plus the ABR spread that would be used at the time to determine interest on Revolving Loans)". (xi) The following new paragraph is inserted at the end of Section 2.23:

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c2.11(b) of the Credit Agreement is hereby amended by deleting (i) replacing the first sentence of such Section with the following two sentences: Subject to the provisions of Sections 2.11(e) and substituting 5.08, in lieu thereof the following: "Unless event and on each occasion that any Net Proceeds are received by or on behalf of the Required Borrower or any Subsidiary in respect of any Prepayment Lenders shall otherwise agreeEvent (other than Net Proceeds received from the issuance of the Senior Second Lien Notes, if, for any fiscal year Specified Equity Offering Proceeds and Net Proceeds that are or will be applied in accordance with clause (v) of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash FlowSection 6.09(a)), the Borrowers Borrower and the Mexico Borrower, as applicable, shall, on the relevant Excess Cash Flow Application Datewithin three Business Days after such Net Proceeds are received, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) Borrowings in an aggregate amount equal to the entire amount of such Net Proceeds. In the event that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary from the issuance of the Senior Second Lien Notes, the Borrower shall on the Business day on which such Net Proceeds are received, apply such Net Proceeds to (i) first, prepay Revolving Loans and Swingline Loans until the aggregate amount of Revolving Loans and Swingline Loans prepaid pursuant to this clause (i) equals the lesser of (iA) 25% $75,000,000 and (B) the aggregate amount of such Excess Cash Flow all then outstanding Revolving Loans and Swingline Loans, and (ii) second, prepay (A) Tranche A Term Loans in an aggregate amount sufficient equal to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as 50% of the end total amount of such fiscal year as Net Proceeds not applied pursuant to clause (i) of this sentence and (B) Tranche B Term Loans in an aggregate amount equal to 50% of the total amount of such Net Proceeds not applied pursuant to clause (i) of this sentence. and (ii) replacing the text "second sentence" and the text "third sentence" in the last sentence of such Section with the text "third sentence" and the text "fourth sentence", respectively. (b) Section 2.11(f) of the Credit Agreement is hereby amended by replacing the second proviso in such Section with the following: provided that if such prepayments and reductions were made prepayment is (x) a mandatory prepayment pursuant to paragraph (b) or (c) of this Section (other than a mandatory prepayment in respect of the Net Proceeds of the issuance of Senior Second Lien Notes), any Tranche B Lender may elect, to the extent Term Borrowings of any other Class or Classes remain outstanding on the last day of such fiscal yearprepayment date, by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day prior to the prepayment date, to be less than 1.50 decline all or any portion of any prepayment of its Tranche B Term Loans pursuant to 1.00; providedthis Section, in which case the aggregate amount of the prepayment that no such prepayment or -------- reduction would have been applied to prepay Tranche B Term Borrowings but was so declined shall be required with applied to prepay Term Borrowings of each other Class then outstanding pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class, or (y) a mandatory prepayment pursuant to paragraph (b) of this Section in respect of the Net Proceeds of the issuance of Senior Second Lien Notes, any Tranche B Lender may elect, by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day prior to the prepayment date, to decline all or any Excess Cash Flow for portion of any prepayment of its Tranche B Term Loans pursuant to this Section, in which case the fiscal year aggregate amount of Details ended December 31the prepayment that would have been applied to prepay Tranche B Term Borrowings but was so declined shall be applied to prepay Tranche A Term Borrowings then outstanding, 2000."provided that if the aggregate amount so declined exceeds the amount of Tranche A Term Borrowings outstanding on the prepayment date after giving effect to all prepayments of Tranche A Term Borrowings made or to be made pursuant to the second sentence of Section 2.11(b), then the excess shall be applied to prepay the Tranche B Term Loans held by the Tranche B Lenders so declining in proportion to the amounts so declined by such Tranche B Lenders;

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):14. (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any The first sentence of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c2.14(b) of the Credit Agreement is hereby amended by deleting the first sentence and substituting restated in lieu thereof the followingits entirety to read in full as follows: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there The Borrowing Base shall be Excess Cash Flowredetermined semi-annually in accordance with this Section 2.14 (a “Scheduled Redetermination”), and, subject to Section 2.14(d), such redetermined Borrowing Base shall become effective and applicable to the Borrower, the Borrowers shallAdministrative Agent, the Letter of Credit Issuer and the Lenders on May 1st and November 1st of each year, commencing May 1, 2016. (b) Section 2.14(c)(ii)(A) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: (A) in the case of a Scheduled Redetermination (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and (b) in a timely manner, then on or before April 15th or October 15th of such year, as applicable (or such date promptly thereafter as reasonably practicable) or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and (b) in a timely manner, then within 15 days (or such date promptly thereafter as reasonably practicable) after the Administrative Agent has received complete Engineering Reports from the Borrower and has had a reasonable opportunity to determine the Proposed Borrowing Base in accordance with Section 2.14(c)(i); and (c) Section 2.14(d)(i) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and (b) in a timely and complete manner, on the relevant Excess Cash Flow Application DateMay 1st or November 1st, prepay as applicable, following such notice, or (B) if the Term Loans Administrative Agent shall not have received the Engineering Reports required to be delivered by the Borrower pursuant to Sections 9.13(a) and reduce the Revolving Credit Commitments as set forth in Section 2.11(d(b) in an amount equal to a timely and complete manner, then on the lesser of (i) 25% Business Day next succeeding delivery of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00New Borrowing Base Notice; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."and

Amendments to Section 2. 3. (a) Section 2.11(a) 2.3 of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof adding the following language set forth below as a new Section 2.11(a2.3(d): (d) An executed consent letter from the Specified Landlord with respect to the assignment of the Specified Lease Agreements has been requested, substantially in the form attached hereto as Exhibit A to Schedule 2.3(d) (the “Specified Consent”). Ashland and Buyer hereby agree that, if the Specified Consent is received from the Specified Landlord, (a) Unless the parties shall share the cost of conducting the Specified Property Report equally and (b) the cost of performing any Required Prepayment Lenders shall otherwise agree, if any Indebtedness Action (as defined in the Specified Consent) shall be Incurred subject to the terms and conditions of this Agreement; provided that, to the extent the cost of any Required Action would otherwise constitute an Other Retained Remediation Liability subject to indemnification by Holdings or Ashland under the terms of this Agreement, (x) Ashland’s liability thereunder shall not be subject to the dollar amount thresholds under Section 9.6(c)(ii) and (y) any such cost shall in no case be aggregated for the purposes of its Subsidiaries, an amount equal to 100% of meeting the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in $5,000,000 threshold under Section 2.11(d9.6(c)(ii); provided further, that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than notwithstanding anything to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange ratescontrary, in each caseno case shall any Required Action be deemed to include any obligations under Environmental Law arising out of or relating to the closure of any facility, or the cessation of any operations, at the time Specified Premises or any other activities that are not required to be completed as of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)Closing Date."” (b) Section 2.11(c) 2.3 of the Credit Agreement is hereby amended by deleting adding the first sentence language set forth below as a new Section 2.3(e): (e) Notwithstanding anything herein to the contrary, Ashland and substituting Buyer agree that the Fleet Vehicle Leases described in lieu thereof the following: "Unless the Required Prepayment Lenders Schedule 2.3(e) shall otherwise agreenot be transferred to a Buyer Corporation until, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Floweach such lease, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal earlier to the lesser occur of (i) 25% of such Excess Cash Flow April 30, 2011 and (ii) an amount sufficient the date that Buyer or a Buyer Corporation shall deliver a guarantee of such Buyer Corporation’s lease obligations to cause the Consolidated Senior Leverage Ratioapplicable lessor. Buyer shall use reasonable best efforts to deliver all such guarantees as soon as possible after the date hereof and in any event shall deliver each such guarantee not later than April 30, determined on 2011. During the interim period between the Closing Date and the date that the Fleet Vehicle Leases transfer to a pro forma basis as Buyer Corporation in accordance with the first sentence of this Section 2.3(e), Buyer agrees to promptly reimburse Ashland for the costs incurred by Ashland or its Affiliates under such Fleet Vehicle Leases.” (c) Section 2.3 of the end of such fiscal year Agreement is hereby amended by adding the language set forth below as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."a new Section 2.3(f):

Amendments to Section 2. 3. (a) Section 2.11(a) 2.3 of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof adding the following language set forth below as a new Section 2.11(a2.3(d): (ad) Unless An executed consent letter from the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) Specified Landlord with respect to the assignment of the Specified Lease Agreements has been requested, substantially in the form attached hereto as Exhibit A to Schedule 2.3(d) (ithe “Specified Consent”). Ashland and Buyer hereby agree that, if the Specified Consent is received from the Specified Landlord, (a) other than the parties shall share the cost of conducting the Specified Property Report equally and (b) the cost of performing any Required Action (as defined in the Specified Consent) shall be subject to the terms and conditions of this Agreement; provided that, to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2the cost of any Required Action would otherwise constitute an Other Retained Remediation Liability subject to indemnification by Ashland under the terms of this Agreement, (iix) up Ashland’s liability thereunder shall not be subject to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment dollar amount of such Indebtedness (whether or not drawnthresholds under Section 9.6(c)(ii) and (y) any such cost shall in no case be aggregated for the foreign currency exchange ratespurposes of meeting the $5,000,000 threshold under Section 9.6(c)(ii); providedfurther, that notwithstanding anything to the contrary, in each caseno case shall any Required Action be deemed to include any obligations under Environmental Law arising out of or relating to the closure of any facility, or the cessation of any operations, at the time Specified Premises or any other activities that are not required to be completed as of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)Closing Date."” (b) Section 2.11(c) 2.3 of the Credit Agreement is hereby amended by deleting adding the first sentence language set forth below as a new Section 2.3(e): (e) Notwithstanding anything herein to the contrary, Ashland and substituting Buyer agree that the Fleet Vehicle Leases described in lieu thereof the following: "Unless the Required Prepayment Lenders Schedule 2.3(e) shall otherwise agreenot be transferred to a Buyer Corporation until, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Floweach such lease, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal earlier to the lesser occur of (i) 25% of such Excess Cash Flow April 30, 2011 and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on date that Buyer or a pro forma basis as of the end Buyer Corporation shall deliver a guarantee of such fiscal year Buyer Corporation’s lease obligations to the applicable lessor. Buyer shall use reasonable best efforts to deliver all such guarantees as if soon as possible after the date hereof and in any event shall deliver each such prepayments and reductions were made on the last day of such fiscal year, to be less guarantee not later than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."April 30,

Amendments to Section 2. 20. (ai) Section 2.11(a2.20(a) of the Revolving Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu adding at the end thereof the following new sentence: “After the Second Amendment Effective Date, any borrowing of additional Last Out Loans shall be in accordance with the express provisions of Section 2.11(a):2.25.” (aii) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction Section 2.20(b) of the Revolving Credit Commitments as set forth in Agreement is amended by adding immediately prior to the “.” at the end thereof the following: “, except that payments made by the Borrowers with respect to the Last Out Loans (and permitted hereunder) shall be made by Borrowers directly to each of the Last Out Lenders on the due dates therefor (with a notice to the Agent specifying the amount and nature of such payment at least one Business Day prior to such payment). Each payment (including each prepayment) by any Borrower on account of the principal and interest on the Last Out Loans (if permitted by this Agreement and by the Subordination Agreement), shall be made to the Last Out Loans of the Last Out Lenders ratably.” (iii) Section 2.11(d)2.20(d) of the Revolving Credit Agreement is amended by adding at the end thereof the following new sentence: “Notwithstanding anything herein to the contrary, no Last Out Lender shall have any rights under this Section 2.20(d) against any Lender other than another Last Out Lender with respect to payments or benefits received on account of Last Out Loans; provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to if any Lender (i) other than to a Last Out Lender) shall receive, after the extent set forth thereinDischarge of ABL Obligations, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM any payment or interest or receive any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange ratesCollateral, in each case, at the time case on account of the Incurrence Last Out Loans (or any other Advance which has been paid in full as a result of any the Discharge of ABL Obligations), such Indebtedness Lender shall payover such payment or interest or Collateral to the Last Out Lenders (for this purpose, it being understood that with respect to any undrawn facilitysuch amount or Collateral received that does not consist of cash, Indebtedness thereunder securities or instruments, such Lender’s obligations under this sentence shall be deemed limited to be Incurred when using commercially reasonable efforts provide the commitment Last Out Lenders with respect to the benefits thereof), or the proceeds thereof, so they may share the excess payment or benefits of such facility shall be made (whether Collateral or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance proceeds ratably with each of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)other Last Out Lenders." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."”

Amendments to Section 2. (a) Section 2.11(a) 2.1 of the Credit -------------------------- Agreement is hereby amended as of the Amendment Effective Date by deleting such section in its entirety and substituting in lieu thereof inserting the following new Section 2.11(a): (a) Unless sentence immediately after the Required Prepayment Lenders shall otherwise agreefirst sentence thereof: On the First Amendment Effective Date, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the New Tranche A Term Loans and the reduction of New Tranche B Term Loans (as defined in the Revolving Credit Commitments First Amendment) shall constitute, on the terms provided in the First Amendment, Tranche A Term Loans and Tranche B Term Loans, respectively, and the Continued Tranche A Term Loans and the Continued Tranche B Term Loans (as set forth defined in Section 2.11(d); provided that no such prepayment and reduction the First Amendment) shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred ratified and confirmed as Loans in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)all respects." (b) Section 2.11(c2.6(a) of the Credit Agreement is hereby amended by deleting the first last sentence and substituting in lieu thereof thereof. (c) Section 2.11(b) of the following: "Unless Credit Agreement is hereby amended as of the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of Amendment Effective Date by (i) 25% of such Excess Cash Flow deleting the word “and” before “(ii)” therein and replacing it with a comma and (ii) an amount sufficient to cause inserting the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of following at the end of such fiscal year as if such prepayments thereof: and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that (iii) no such prepayment or -------- reduction shall be required with respect as a result of any Disposition pursuant to any Excess Cash Flow for Section 7.5(g) to the fiscal year extent that, following the Closing Date and prior to the date of Details ended December 31such Disposition, 2000a prepayment has been made pursuant to Section 2.10(a) (which prepayment may be made utilizing the proceeds of a Revolving Loan) other than as a result of the Repricing Transaction occurring on the Amendment Effective Date; provided that the amount of prepayments that may be excluded pursuant to this clause (iii) shall be equal to the amount of such prepayments made pursuant to Section 2.10(a) and shall not exceed $125,000,000 in the aggregate." (d) Section 2.14 of the Credit Agreement is hereby amended by adding the following clause (e) at the end thereof: (e) Each Swingline Loan shall bear interest at rate per annum equal to the ABR plus the Applicable Margin or such other rate as may be from time to time determined by mutual agreement between the Swingline Lender and the Borrower.

Amendments to Section 2. (a) 13. Section 2.11(a) 2.13 of the Credit -------------------------- Agreement is hereby amended by as follows: (a) By deleting such section subsection (a) thereof in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there : (a) The Syndicated Loans made by each Bank shall be Excess Cash Flow, evidenced by a Syndicated Master Note made by Borrowers payable to the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) order to such Bank in an amount equal to the lesser of (i) 25% principal amount of such Excess Cash Flow Bank's Commitment. (b) By deleting subsection (b) thereof in its entirety and by substituting in lieu thereof the following: (iib) The Swing Loan shall be evidenced by a Swing Loan Note made by Borrowers payable to the order of Swing Lender in an amount sufficient equal to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as maximum amount of the end Available Swing Credit. In the event that the maximum amount of the Available Swing Credit shall at any time or from time to time increase to a dollar amount greater than the principal amount of the latest Swing Loan Note delivered by Borrowers to Swing Lender pursuant to the provisions of this Agreement, Borrowers shall duly execute and deliver to Swing Lender a restatement of such fiscal year as if Swing Loan Note, in form and substance satisfactory to Swing Lender, made payable to Swing Lender and in a principal amount equal to the maximum amount of the Available Swing Credit. (c) By adding after subsection (e) thereof the following new subsection (f): (f) Upon receipt of each Bank's Syndicated Master Note pursuant to Section 5.11, Bank's Agent shall deliver such prepayments Note to such Bank. In the event that a Bank's Commitment shall at any time or from time to time increase to a dollar amount greater than the principal amount of the latest Syndicated Master Note delivered by Borrowers to Banks' Agent pursuant to the provisions of this Agreement, Borrowers shall duly execute and reductions were made on the last day deliver to Banks' Agent a restatement of such fiscal yearSyndicated Master Note, in form and substance satisfactory to be less than 1.50 Banks' Agent, made payable to 1.00; providedsuch Bank and in a principal amount equal to such Bank's Commitment. Upon receipt of each such restatement of a Syndicated Master Note payable to the order of a Bank, that no Banks' Agent shall deliver such prepayment or -------- reduction shall be required with respect Note to any Excess Cash Flow such Bank, in exchange for the fiscal year latest Syndicated Master Note payable to the order of Details ended December 31such Bank delivered by Borrowers to Banks' Agent, 2000shall xxxx such latest Note "REPLACED BY RESTATED SYNDICATED MASTER NOTE, DATED _______," and hold such latest Note as additional evidence of the Loans made prior to such restatement."

Amendments to Section 2. 08. (a) Section 2.11(aCLAUSE (A) of the Credit -------------------------- Agreement SECTION 2.08 is hereby amended by deleting such section deleted in its entirety and substituting in lieu thereof the following new Section 2.11(a):CLAUSE (A) is substituted therefor: (a) Unless the Required Prepayment Lenders Interest on each LIBOR Loan shall otherwise agreebe payable in arrears on each LIBOR Interest Payment Date and if such LIBOR Loan is paid in full other than on such LIBOR Interest Payment Date, on such other date. Interest on each Base Rate Loan will be payable in arrears on each Base Rate Interest Payment Date and, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth Base Rate Loan is paid in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) full other than to the extent set forth thereinon such Base Rate Interest Payment Date, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)other date." (b) Section 2.11(cCLAUSE (B) of the Credit Agreement SECTION 2.08 is hereby amended by deleting deleted in its entirety and the first sentence following new CLAUSE (B) is substituted therefor: (b) Subject to the provisions of SECTIONS 2.09 and substituting 9.02, the outstanding principal balance of the Term A Loans made to the Borrowers shall be payable in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which seventeen consecutive quarterly installments beginning on the last day thereof Payment Date occurring on April 1, 2003 and continuing on each Payment Date thereafter through and including the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there Term A Loan Termination Date in the amounts set forth on ANNEX C hereto; PROVIDED that the scheduled installments of principal of the Term A Loans set forth on ANNEX C shall be Excess Cash Flowreduced in connection with any optional or mandatory prepayments of the Term A Loans in accordance with SECTION 2.09(D)(II). Subject to the provisions of SECTIONS 2.09 and 9.02, the outstanding principal balance of the Term B Loans made to the Borrowers shall, shall be payable in seventeen consecutive quarterly installments beginning on the relevant Excess Cash Flow Application DatePayment Date occurring on April 1, prepay 2003 and continuing on each Payment Date thereafter through and including the Term B Loan Termination Date in the amounts set forth on ANNEX C hereto; PROVIDED that the scheduled installments of principal of the Term B Loans set forth on ANNEX C shall be reduced in connection with any optional or mandatory prepayments of the Term B Loans in accordance with SECTION 2.09(D)(II). Subject to the provisions of SECTIONS 2.09 and reduce 9.02, the outstanding principal balance of the Revolving Loans made to the Borrowers shall be payable on the Revolving Credit Commitments as set forth in Section 2.11(dCommitment Termination Date." (c) in an amount equal CLAUSE (C) of SECTION 2.08 is here by amended to the lesser of (i) 25% of such Excess Cash Flow and re-number CLAUSES (1) through (9) thereof as new CLAUSES (2) through (10), (ii) an amount sufficient to cause delete the Consolidated Senior Leverage Ratiowords, determined on "first", "second", "third", "fourth", "fifth" and "sixth" appearing therein and substitute therefor the words "second", "third", "fourth", "fifth", "sixth" and "seventh", respectively, and (iii) insert a pro forma basis new CLAUSE (1) thereto as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."follows:

Amendments to Section 2. 19. (a) Section 2.11(a2.19(a) of the Credit -------------------------- Agreement shall be and it hereby is hereby amended by deleting such section it in its entirety and substituting in lieu thereof the following new replacing it as follows: Unless otherwise specified, each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Section 2.11(a): (a2.16, 2.17, 2.18, or 2.21, or otherwise) Unless the Required Prepayment Lenders shall otherwise agreeprior to 2:00 p.m., if any Indebtedness shall be Incurred by Holdings or any of its SubsidiariesLocal Time, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrowers by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the applicable Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.16, 2.17, 2.18, or 2.21 and 9.05 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such Incurrence toward extension. Except for Loans denominated in any Foreign Currency (the prepayment principal of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction interest on which hereunder shall be required -------- pursuant to this Section 2.11(apaid in such Foreign Currency) and except for reimbursement obligations with respect to any Letter of Credit denominated in any Foreign Currency (which shall be paid in such Foreign Currency), all payments hereunder of (i) other than to the extent set forth therein, Indebtedness Incurred principal or interest in accordance with Section 7.2respect of any Loan, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, reimbursement obligations with respect to any undrawn facility, Indebtedness thereunder Letter of Credit or (iii) any other amount due hereunder or under any other Loan Document shall be made in Dollars or the Equivalent in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to be Incurred when have been made by the commitment with respect to time required if such facility shall be made (whether Administrative Agent shall, at or not amounts are drawn thereunder at before such time)) and (iii) any Net Cash Proceeds from , have taken the issuance necessary steps to make such payment in accordance with the regulations or operating procedures of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- clearing or settlement system used in the manner described in Section 6.13(a)by such Administrative Agent to make such payment." (b) Section 2.11(c2.19(f) of the Credit Agreement shall be and it hereby is hereby amended by deleting it in its entirety and replacing it as follows: To the first sentence extent that the Administrative Agent receives funds for application to the amounts owing by any Borrower under or in respect of this Agreement in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.19, the Administrative Agent shall be entitled to convert or exchange such funds into Dollars, a Foreign Currency, or an Alternate LC Currency or from Dollars to a Foreign Currency or an Alternate LC Currency or from a Foreign Currency or an Alternate LC Currency to Dollars, as the case may be, to the extent necessary to enable the Agent to distribute such funds in accordance with the terms of this Section 2.19; provided that each Borrower and substituting in lieu thereof each of the following: "Unless Lenders hereby agree that the Required Prepayment Lenders Administrative Agent shall otherwise agreenot be liable or responsible for any loss, ifcost or expense suffered by such Borrower or such Lender as a result of any conversion or exchange of currencies affected pursuant to this Section 2.19(f) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided further that each applicable Borrower agrees to indemnify the Administrative Agent and each Lender, and hold the Administrative Agent and each Lender harmless, for any fiscal year and all losses, costs and expenses incurred by the Administrative Agent or any Lender for any conversion or exchange of Details with respect currencies (or the failure to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than convert or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(dexchange any currencies) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required accordance with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000this Section 2.19(f)."

Amendments to Section 2. (a) 06. Section 2.11(a) 2.06 of the Credit -------------------------- Agreement is hereby amended as follows: (a) by deleting such section paragraph (a) thereof in its entirety and substituting in lieu thereof the following new Section 2.11(aparagraph (a): (a) Unless The Borrower shall have the Required Prepayment Lenders shall right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (but subject to Section 2.11), in an aggregate principal amount that (except as otherwise agreeprovided in Section 2.16) is an integral multiple of $1,000,000 and not less than $1,000,000 or, if less, the amount outstanding, subject to the requirements of this Section. The Borrower shall have the right to elect by notice to the Administrative Agent that an optional prepayment that is not a Discounted Voluntary Prepayment and that is not subject to the notice contemplated in Section 2.06(d)(iii) is to be applied to a specific scheduled repayment to be made pursuant to Section 2.05 (any Indebtedness such payment, an “Advance Amortization Payment”); provided that such Advance Amortization Payment shall (x) be Incurred by Holdings or any of its Subsidiaries, made in an amount equal to 100% of the Net Cash Proceeds thereof shall such scheduled repayment, (y) be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, next such scheduled repayment that has not been prepaid by an Advance Amortization Payment and (iiz) up only be applied to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used scheduled repayment due in the manner described fiscal year in Section 6.13(a)which such Advance Amortization Payment is made."” (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence paragraph (d) thereof in its entirety and substituting in lieu thereof the following: "Unless following new paragraph (d): (d) Following the Required Prepayment Lenders shall otherwise agreeend of each fiscal year of the Borrower, ifcommencing with the fiscal year ending December 31, for 2010, the Borrower will prepay Borrowings in an aggregate amount equal to (i) (A) with respect to any fiscal year of Details with respect to which on if the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year is greater than 2.50 to 1.00, 60% of Excess Cash Flow for such fiscal year or (B) with respect to any fiscal year if the Leverage Ratio as if of the end of such fiscal year is equal to or less than 2.50 to 1.00, 50% of Excess Cash Flow for such fiscal year, less (ii) any voluntary prepayments of Loans made pursuant to Section 2.06(a) during such fiscal year (other than any Advance Amortization Payments and reductions were other than voluntary prepayments specified by the Borrower to reduce the amount of a mandatory prepayment due under this paragraph (d) and except as provided in Section 2.16(f)) less (iii) any voluntary prepayments of the Loans (other than an Advance Amortization Payment and except as provided in Section 2.16(f)) made since the end of such fiscal year to the extent the Borrower has, on or prior to the date any mandatory prepayment is due under this paragraph (d) with respect to such fiscal year, specified by written notice to the Administrative Agent that such voluntary prepayments shall be applied to reduce the amount of such mandatory prepayment. Each prepayment pursuant to this paragraph shall be made on or before the last day date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 100 days after the end of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for ).” (c) by deleting paragraph (e) thereof in its entirety and substituting in lieu thereof the fiscal year of Details ended December 31, 2000."following new paragraph (e):

Amendments to Section 2. 7. (a) Section 2.11(a2.7(b) of the Credit -------------------------- Agreement Agreement, DISPOSITION OF ASSETS, is hereby modified and amended by deleting such section subsection (i) in its entirety and by substituting the following in lieu thereof the following new Section 2.11(a):thereof: (ai) Unless If, after the Required Prepayment Lenders shall otherwise agreeAgreement Date, if any Indebtedness shall be Incurred by Holdings the Borrower or any of its Subsidiariesthe Designated Subsidiaries shall sell, an amount equal to transfer or otherwise dispose of (including, without limitation, by way of condemnation or casualty) (I) any Cingular Transaction Assets in connection with the Cingular Transaction, (II) any of the Specified Reduction Assets, (III) all or any portion of the Network Services Business, or (IV) any other Assets, or any of the Designated Subsidiaries shall issue minority Equity Interests therein, with Net Cash Proceeds in excess of $10,000,000 in the aggregate during the term of this Agreement (other than (A) the sale of obsolete equipment (other than Towers), (B) the sale of inventory in the ordinary course of business, (C) the sale, transfer or other disposition of Assets that are replaced by property of substantially equivalent value in the ordinary course of business, (D) the sale, transfer or other disposition of any Equity Interests in any Unrestricted Subsidiary or Unrestricted Investment, and (E) the lease of space on Towers in the ordinary course of business), one hundred percent (100% %) of the Net Cash Proceeds thereof (in the case of each of clauses (I), (II), (III) and (IV)) received by the Borrower or such Designated Subsidiary from such Sales Transaction shall be applied applied, on the date of receipt thereof by the Borrower or such Incurrence toward Designated Subsidiary, to prepay the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d)2.7(e) below; provided that PROVIDED, HOWEVER, that, at the Borrower's election, so long as no such prepayment and reduction shall Default or Event of Default then exists or would be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth thereincaused thereby, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 20,000,000 of Indebtedness Incurred such Net Cash Proceeds received by MCM the Borrower or any of its Subsidiaries Designated Subsidiary (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) other than any Net Cash Proceeds from received in connection with the issuance Cingular Transaction or the sale of any Specified Reduction Assets or the disposition of all or any portion of the Convertible Subordinated Notes; providedNetwork Services Business) in the aggregate during any year may be used by the Borrower or such Restricted Subsidiary to purchase or construct one or more Towers or otherwise to invest in capital assets, that the aggregate Purchase Price of which does not exceed such Net Cash Proceeds described in this clause (iiior the sum of such Net Cash Proceeds plus amounts otherwise available for Permitted Acquisitions), so long as the Borrower or such Designated Subsidiary shall have (A) are -------- used in entered into a definitive contract for purchase or construction no later than six (6) months from the manner described in Section 6.13(a)date of such sale or other disposition, and (B) concluded such purchase or construction within twelve (12) months from the date of such sale or other disposition." (b) Section 2.11(c2.7(c) of the Credit Agreement Agreement, DEBT ISSUANCE, is hereby modified and amended by deleting adding the first following sentence and substituting in lieu thereof at the followingend thereof: "Unless In addition to the Required Prepayment Lenders shall otherwise agreeforegoing and without regard to the Borrower Leverage Ratio requirements contained therein, if, for after the Third Amendment Date, Holdco shall issue any fiscal year of Details with respect Specified High-Yield Securities, Holdco shall contribute to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shallBorrower as New Affiliated Equity, on the relevant Excess date of Holdco's receipt of the Net Cash Flow Application DateProceeds from any such issuance, one hundred percent (100%) of such Net Cash Proceeds, and the Borrower shall thereupon apply such amount to prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d2.7(e) hereof." (c) Section 2.7(e) of the Credit Agreement, APPLICATION OF PAYMENTS, is hereby modified and amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing, in an amount equal to the lesser case of (ix) 25% the amount of any prepayment required to be made pursuant to Section 2.7(b) hereof from the Net Cash Proceeds received by the Borrower and its Designated Subsidiaries in connection with sale, transfer or other disposition of any Specified Reduction Assets or (y) the amount of any prepayment required to be made pursuant to Section 2.7(c) hereof in connection with the issuance of any Specified High-Yield Securities, the amount of any such Excess Cash Flow and (ii) an amount sufficient prepayment shall be applied to cause the Consolidated Senior Leverage Ratiopermanently reduce, determined on a pro forma basis as rata basis, the outstanding principal amount of the end Tranche A Loans and the Tranche B Loans, in each case with the amount allocated to the Tranche A Loans being applied to reduce the remaining scheduled installments of such fiscal year principal due under the Tranche A Loans as if such prepayments set forth in Section 2.6(b) hereof in the direct order of maturity, and reductions were made on the last day amount allocated to the Tranche B Loans being applied to reduce the remaining scheduled installments of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for principal due under the fiscal year Tranche B Loans as set forth in Section 2.6(c) hereof in the direct order of Details ended December 31, 2000maturity."

Amendments to Section 2. (a2. The Parties hereby agree to amend Section 2.2(a), Section 2.2(b) and Section 2.11(a2.2(c) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):Stock Purchase Agreement, which shall read as follows: (a) Unless On the Required Prepayment Lenders shall otherwise agreeterms and subject to the conditions of this Agreement, if Sellers agree to sell to Purchasers, and Purchasers agree to purchase from Sellers, the Shares, free and clear of any Indebtedness Liens, for a purchase price of Ps$5,206,000,000.00 (the “Purchase Price”). The Purchase Price shall be Incurred subject to adjustment pursuant to Section 2.3 and will be paid by Holdings or any of its SubsidiariesPurchasers as follows: (i) At Closing, an amount equal of Ps$4,841,580,000.00 (the “Closing Payment”), which will be paid in cash, through wire transfer of immediately available funds to 100% an account designated by each of the Net Cash Proceeds thereof Sellers in writing to Purchasers at least three (3) Business Days prior to the Closing; and (ii) The remaining Ps$364,420,000.00 of the Purchase Price (the “Holdback Amount”) will be retained by Purchasers until the expiration of the Holdback Period and used to fund, in cash, its pro rata share of the Holdback Losses pursuant to the following: No later than ten (10) Business Days following the end of each calendar month after the Closing Date, OCEN shall prepare and deliver to the Primary Parties a statement of the Holdback Losses or Holdback Gains (as applicable) during such immediately previous month prepared in accordance with the methodology described in Schedule 2.2(a) (a “Holdback Statement”). In the event that none of the Primary Parties object in writing to the calculations set forth in any Holdback Statement within ten (10) Business Days following the Primary Parties’ receipt of the relevant statement, such Holdback Statement shall be applied on deemed final and binding. The Parties agree to resolve any objections related to, or in connection with, the date of such Incurrence toward Holdback Statements using the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as procedures set forth in Section 2.11(d); provided 2.3 hereof, mutatis mutandis. Further, the Parties agree that no such prepayment and reduction the Purchasers shall be required -------- pursuant entitled to this Section 2.11(a) with respect deduct any Holdback Losses determined to (i) other than to the extent set forth therein, Indebtedness Incurred be final in accordance with this Section 7.2, (ii) up 2.2 against the Holdback Amount and that any Holdback Gains determined to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, be final in each case, at the time of the Incurrence of any such Indebtedness (for accordance with this purpose, with respect to any undrawn facility, Indebtedness thereunder Section 2.2 shall be deemed added to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated NotesHoldback Amount; provided, for the avoidance of doubt, that in no event shall the Net Cash Proceeds described balance of the Holdback Amount exceed Ps$364,420,000.00. Any unused portion of the Holdback Amount will be released to the Sellers within the thirty (30) days following the conclusion of the Holdback Period and delivered in this clause (iii) are -------- used Pesos, through electronic transfer of immediately available funds, to the bank accounts designated in writing by Sellers from time to time. Purchasers acknowledge that Sellers shall have no liability whatsoever for any Holdback Losses in excess of the manner described in Section 6.13(a)Holdback Amount." (b) Section 2.11(cAt least ten (10) of Business Days prior to the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Closing Date, prepay OCEN shall deliver to Sellers a statement in Pesos (the Term Loans and reduce the Revolving Credit Commitments as set “Estimated Closing Statement”) setting forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."Sellers’ good faith

Amendments to Section 2. 3. (a) Section 2.11(a2.3(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section and restated in its entirety and substituting in lieu thereof the following new Section 2.11(a):to read as follows: (a) Unless the Required Prepayment Lenders The provisions of SECTION 2.1 and SECTION 2.2 shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect not apply to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2Gross-Up Shares, (ii) up to $65,000,000 any sale of Indebtedness Incurred by MCM Shares to the public pursuant to a registration statement filed with, and declared effective by, the SEC under the Securities Act, or any of its Subsidiaries (based on iii) to the commitment amount of Exempt Shares, provided that (A) such Indebtedness Exempt Shares are sold to, or in connection with "brokers transactions" effected through, Xxxxxxx Xxxxxx Xxxxxx Inc., a Texas corporation (whether "SMH"), or not drawn) and the foreign currency exchange rates, in each case, if at the time of sale SMH is no longer conducting a brokerage business, through Xxxx Xxxxx or any broker-dealer with whom Xx. Xxxxx is associated at the Incurrence time of any such Indebtedness sale (for this purposetogether with SMH, with respect to any undrawn facilitythe "DESIGNATED BROKER"), Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iiiB) any Net Cash Proceeds from Bogatin uses his reasonable best efforts to minimize the issuance impact, whether positive or negative, of such sales on the Convertible Subordinated Notes; provided, that trading market for the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)Company's Common Stock." (b) Section 2.11(c2.3(b) of the Credit Agreement is hereby amended by deleting and restated in its entirety to read as follows: (b) Notwithstanding the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as restrictions set forth in Section 2.11(d) in an amount equal to the lesser of SECTION 2.1 or SECTION 2.2: (i) 25% of such Excess Cash Flow and either Stockholder shall be permitted to transfer Shares to a Permitted Transferee in accordance with ARTICLE V; (ii) an amount sufficient Bogatin shall be permitted to cause sell, during each calendar quarter beginning on January 1, 2004, a numberof Shares not to exceed One Hundred Thousand (100,000); PROVIDED, HOWEVER, that (A) any such Shares shall be sold to, or in connection with "brokers transactions" effected through, the Consolidated Senior Leverage RatioDesignated Broker, determined and (B) Bogatin uses his reasonable best efforts to minimize the impact, whether positive or negative, of such sales on the trading market for the Company's Common Stock. Any transfers of Shares received by Persons from Bogatin or his Affiliates shall be aggregated for the purposes of calculating the transfer limitations pursuant to this SECTION 2.3(B)(II); and (iii) Xxxxx shall be permitted to sell, on a pro forma basis as monthly basis, a number of Shares not to exceed ten percent (10%) of the end average daily reported volume of such fiscal year as if such prepayments and reductions were made trading in the Company's Common Stock on all national securities exchanges and/or reported through the last day automated quotation system of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment a registered securities association during the prior month. Any transfers of Shares received by Persons from Xxxxx or -------- reduction his Affiliates shall be required with respect to any Excess Cash Flow aggregated for the fiscal year purposes of Details ended December 31, 2000calculating the transfer limitations pursuant to this SECTION 2.3(B)(III)."

Amendments to Section 2. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):12. (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any Paragraph (a) of its Subsidiaries, an amount equal to 100% Section 2.12 of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the Credit Original Agreement is hereby amended by deleting the first sentence four lines thereof in their entirety and substituting in lieu thereof replacing them with the following: "Unless : (a) Promptly following the Required Prepayment Lenders consummation of any Argo-Tracker Disposition or liquidation of Argo-Tracker Corporation pursuant to Section 6.7(c), the Surviving Corporation shall otherwise agreedistribute any proceeds of such disposition or liquidation, ifnet of all Taxes and transaction expenses (“Argo-Tracker Proceeds”), as follows:” (b) Paragraph (a) of Section 2.12 of the Original Agreement is hereby further amended by adding the phrase “, less applicable withholding of Tax,” immediately following the phrase “20% of all Excess Proceeds” in the first line of subparagraph (iii)(A) thereof. (c) Paragraph (b) of Section 2.12 of the Original Agreement is hereby deleted in its entirety and replaced with the following in substitution therefor: (b) With respect to Equity Holders that hold shares of Common Stock or the Warrant, the aggregate Proportionate Share of all Argo-Tracker Proceeds payable pursuant to Section 2.12(a) above in respect of such holders’ Common Stock and Warrants shall, if a Paying Agent is appointed by the Company pursuant to Section 2.8 above, be delivered to the Paying Agent by wire transfer pursuant to the Wire Transfer Instructions for any fiscal year the benefit of Details such Equity Holders (and the Paying Agent will promptly pay to each such holder the amount to which it is entitled pursuant to Section 2.12(a) above with respect to which on such holder’s Common Stock and the last day thereof Warrant) and, if a Paying Agent is not so appointed, then the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there respective Proportionate Shares of Argo-Tracker Proceeds payable in respect of Common Stock and Warrants shall be Excess Cash Flowpaid by the Surviving Corporation directly to such Equity Holders in accordance with the wire transfer instructions provided by such Equity Holders with their respective Letters of Transmittal. With respect to Equity Holders that hold In-the-Money Options, SARs, or SERP Awards, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth Proportionate Share of all Argo-Tracker Proceeds payable pursuant to Section 2.12(a) above in Section 2.11(d) in an amount equal to the lesser of (i) 25% respect of such Excess Cash Flow holder’s In-the-Money Options, SARs or SERP Awards will be paid by check through the Surviving Corporation’s payroll system. In addition, all Argo-Tracker Proceeds distributed to officers of Argo-Tracker Corporation pursuant to Sections 2.12(a)(iii)(A) and (iiB) an amount sufficient to cause above will be paid by check through the Consolidated Senior Leverage RatioSurviving Corporation’s payroll system. For the avoidance of doubt, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that Equity Holders shall have no such prepayment or -------- reduction shall be required rights with respect to Argo-Tracker other than the right to receive a portion of the Argo-Tracer Proceeds upon the disposition or liquidation of Argo-Tracker as described in this Section 2.12, and under no circumstances will any Excess Cash Flow for the fiscal year Equity Holder be deemed to own, have any interest in or other rights with respect to (including rights to vote or receive dividends), any shares of Details ended December 31, 2000capital stock of Argo-Tracker."”

Amendments to Section 2. 1. (a) Section 2.11(a2.1(a) of the Credit -------------------------- Agreement is hereby entirely amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a):so that it reads as follows: (a) Unless Upon the Required Prepayment Lenders shall otherwise agreeterms and conditions (including, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiarieswithout limitation, an amount equal to 100% the right of the Net Cash Proceeds thereof shall be applied Lenders to decline to make any Loan so long as any Default or Event of Default exists) and relying on the date of representations and warranties contained in this Agreement, each Lender severally agrees, during the Commitment Period, to make Loans not to exceed such Incurrence toward Lender's Commitment Amount, in immediately available funds at the prepayment Principal Office, to or for the benefit of the Term Loans and Borrowers, from time to time on any Business Day designated by the reduction Borrowers following receipt by the Agent of the Revolving Credit Commitments as set forth in Section 2.11(d)a written request (each, a "Borrowing Request") for such Loan; provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to provided, however, (i) other each Borrowing Request must be received by Lender no later than to (A) 11:00 a.m. on the extent set forth thereinthird Business Day before the date on which funds are requested (the "Borrowing Date") for any Loan bearing interest based on the Eurodollar Rate, Indebtedness Incurred in accordance with Section 7.2or (B) 11:00 a.m. on the Borrowing Date for any Loan bearing interest based on the Base Rate, and (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on no Loan shall exceed the commitment aggregate amount of the then existing Available Commitment for such Indebtedness (whether or not drawn) Lender as then in effect and the foreign currency exchange rates, Borrowers agree to immediately repay any Loan Balance outstanding in each case, at the time excess of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance aggregate amount of the Convertible Subordinated Notes; provided, that Available Commitment (including those necessary to meet the Net Cash Proceeds described in this clause (iii) are -------- used in Commitment Reduction Schedule). The Borrowers jointly and severally agree to repay to the manner described in Section 6.13(a)Lenders the Obligations pursuant to the terms hereof." (b) Section 2.11(c2.1(b) is entirely amended so that it reads as follows: (b) Subject to the terms of this Agreement, during the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash FlowCommitment Period, the Borrowers shallmay borrow, on the relevant Excess Cash Flow Application Daterepay, prepay the Term and reborrow. Except for prepayments made pursuant to Section 2.9, each borrowing and prepayment of principal of Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) shall be in an amount at least equal to the lesser of (i) 25% of such Excess Cash Flow for any Loan bearing interest based on the Eurodollar Rate, $1,000,000 or a greater integral multiple thereof, and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made for any Loan bearing interest based on the last day of such fiscal yearBase Rate, to be less than 1.50 to 1.00; provided, that no such prepayment $50,000 or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000a greater integral multiple thereof."

Amendments to Section 2. (a) Section 2.11(a) 2.5 of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the 2007 Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agreeinserting “(or, if, if Swing Line Loans are unavailable for any fiscal year of Details with respect reason other than failure to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as satisfy conditions precedent set forth in Section 2.11(d5.3, prior to 1:00 PM, New York City time)” immediately after “prior to 12:00 Noon, New York City time” in the first sentence thereof. (b) Section 2.6 of the 2007 Credit Agreement is hereby amended by inserting “, at its sole discretion,” immediately after “the Swing Line Lender agrees” in the second line thereof. (c) The first sentence of Section 2.16(a) of the 2007 Credit Agreement is hereby deleted in its entirety and replaced with the following: Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to the calculation of Base Rate Loans, the interest thereon shall be calculated on the basis of a 365/366-day year for the actual days elapsed. (d) Clause (ii) of Section 2.24(a) of the 2007 Credit Agreement is hereby deleted in its entirety and replaced with the following: “ (ii) any Lender is a Defaulting Lender”. (e) The first sentence of Section 2.26(a) of the 2007 Credit Agreement is hereby deleted in its entirety and replaced with the following: The Borrower may request, at any time prior to the date that is one hundred eighty (180) days prior to the Term Loan Maturity Date (with respect to incremental Term Loans) or one hundred eighty (180) days prior to the Revolving Credit Termination Date (with respect to an increase in the Revolving Credit Commitments), by irrevocable written notice to the Administrative Agent, (i) an increase in the existing Revolving Credit Commitments (any such increase, an “Incremental Revolving Credit Commitment”) in an amount equal to not in excess of $130,000,000 in the lesser of (i) 25% of such Excess Cash Flow aggregate and not less than $10,000,000 individually or (ii) incremental term loans (each, an “Incremental Term Loan”) in an amount sufficient to cause not in excess of $100,000,000 in the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments aggregate and reductions were made on the last day of such fiscal year, to be not less than 1.50 to 1.00$25,000,000 individually; provided, that in no such prepayment or -------- reduction event shall be required with respect to any Excess Cash Flow for the fiscal year aggregate amount of Details ended December 31, 2000all Incremental Revolving Credit Commitments and Incremental Term Loans exceed $130,000,000."

Amendments to Section 2. 16. (a) Section 2.11(a) 2.16 of the Credit -------------------------- Agreement Agreement, Incremental Facility Loans, is hereby modified and amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): first two sentences of subsection (a) Unless thereof in their entirety and by substituting the Required Prepayment Lenders shall otherwise agreefollowing in lieu thereof: "Subject to the terms and conditions of this Agreement, if the Borrower may request an Incremental Facility Commitment on any Indebtedness shall Business Day; provided, however, that the Borrower may not request an Incremental Facility Commitment or an Incremental Facility Loan during the continuance of a Default or Event of Default, including, without limitation, any Default or Event of Default that would result after giving effect to any Incremental Facility Loan; and provided further, that the Borrower may request up to five (5) Incremental Facility Commitments (each of which commitments may be Incurred by Holdings or any of its Subsidiariesfrom more than one Lender) which may be no less than $50,000,000 and no more than $250,000,000 in the aggregate, an in addition to the outstanding principal amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Incremental Facility 2003 Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect Incremental Facility 2004 Loans. The Incremental Facility Maturity Date applicable to (i) other the Incremental Facility 2003 Loans or the Incremental Facility 2004 Loans shall not be earlier than to the extent set forth thereinFinal Maturity Date, Indebtedness Incurred in accordance with Section 7.2, and (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries the Incremental Facility Loans, other than the Incremental Facility 2003 Loans and the Incremental Facility 2004 Loans, shall not be earlier than the date which is three (based on 3) calendar months after the commitment Final Maturity Date, unless in each case such Incremental Facility Commitments are used to increase the amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time any of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)Commitments hereunder." (b) Section 2.11(c) 2.16 of the Credit Agreement Agreement, Incremental Facility Loans, is hereby further modified and amended by deleting subsection (b) in its entirety and by substituting the first sentence and substituting following in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000."thereof:

Amendments to Section 2. 20. (a) Section 2.11(a) of the Credit -------------------------- Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) 2.20 of the Credit Agreement is hereby amended by deleting to add the first sentence and substituting following new proviso at the end of clause (i) of subsection (c) thereof: “provided, further that, subject to Section 10.17, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation;” (b) Section 2.20 of the Credit Agreement is hereby amended to restate the penultimate paragraph thereof in lieu thereof the followingits entirety as follows: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details “If (i) a Bankruptcy Event or a Bail-In Action with respect to which on a Lender Parent shall occur following the last day thereof the Consolidated Senior Leverage Ratio is greater than Effective Date and for so long as such event shall continue or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient any Swingline Lender or Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to cause extend credit, such Swingline Lender shall not be required to fund any Swingline Loan and such Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless such Swingline Lender or such Issuing Lender, as the Consolidated Senior Leverage Ratiocase may be, determined on a pro forma basis shall have entered into arrangements with the Parent or such Lender, satisfactory to such Swingline Lender or Issuing Lender, as of the end case may be, to defease any risk to it in respect of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 to 1.00; provided, that no such prepayment or -------- reduction shall be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000Lender hereunder."”

Amendments to Section 2. (a) The provisions of Section 2.11(a) 2 of the Credit -------------------------- Agreement is are hereby amended by deleting such section as follows: i. The provisions of Section 2.1(a) are hereby deleted in its their entirety and substituting in lieu thereof the following new Section 2.11(a):substituted in their stead: (a) Unless Commencing April 24, 2001 and thereafter during the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% remainder of the Net Cash Proceeds thereof shall be applied on Commitment Period, subject to the date terms and conditions hereof, each Lender severally agrees to make revolving credit loans ("Revolving Loans") to the Borrower from time to time for the purposes hereinafter set forth; provided, however, that (i) with regard to each Lender individually, the sum of such Incurrence toward Lender's share of outstanding Revolving Loans plus such Lender's LOC Commitment Percentage of LOC Obligations shall not exceed such Lender's Revolving Committed Amount, and (ii)with regard to the prepayment Lenders collectively, the sum of the Term aggregate amount of outstanding Revolving Loans plus LOC Obligations shall not exceed the lesser of (x) $20,125,530.00 (as such aggregate maximum amount may be reduced from time to time as provided herein, the "Revolving Committed Amount"), or (y) the Borrowing Base. Revolving Loans may be repaid and reborrowed in accordance with the reduction provisions hereof. ii. The provisions of Section 2.1(c) are hereby amended by adding the following additional sentences at the beginning thereof : The principal balance of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction Loans shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth thereinrepaid on April 12, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred 2001 by MCM or any of its Subsidiaries (based on the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time of the Incurrence of any such Indebtedness (for this purpose, with respect to any undrawn facility, Indebtedness thereunder shall be deemed to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described in this clause (iii) are -------- used in the manner described in Section 6.13(a)." (b) Section 2.11(c) of the Credit Agreement is hereby amended by deleting the first sentence and substituting in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of Borrower's then cash and cash equivalents. The amounts so repaid may, subject to the terms hereof, be reborrowed. Thereafter, commencing April 24, 2001, the Borrower shall cause all amounts deposited in the accounts described in Section 5.20 hereof (iother than no more than $50,000.00 which may remain in the deposit account established with any institution which has executed and delivered a blocked account agreement with the Administrative Agent pursuant to said Section 5.20) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause the Consolidated Senior Leverage Ratio, determined on a pro forma basis as of the end of such fiscal year as if such prepayments and reductions were made on the last day of such fiscal year, to be less than 1.50 transferred daily to 1.00such account as the Administrative Agent may direct for application to the then outstanding Revolving Loans; providedany amounts so applied to the Revolving Loans may, that no such prepayment or -------- reduction shall subject to the other terms of this Agreement, be required with respect to any Excess Cash Flow for the fiscal year of Details ended December 31, 2000reborrowed."

Amendments to Section 2. 6. (a) Section 2.11(a2.6(a) of the Credit -------------------------- Agreement Agreement, Revolving Commitment, is hereby modified and amended by (i) deleting such section the heading of the second column in its entirety the table set forth therein and by substituting "Percentage of Revolving Commitment Outstanding Immediately Prior to the Second Amendment Date to be Reduced Each Quarter" in lieu thereof the following new Section 2.11(a): (a) Unless the Required Prepayment Lenders shall otherwise agree, if any Indebtedness shall be Incurred by Holdings or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such Incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Credit Commitments as set forth in Section 2.11(d); provided that no such prepayment and reduction shall be required -------- pursuant to this Section 2.11(a) with respect to (i) other than to the extent set forth therein, Indebtedness Incurred in accordance with Section 7.2, (ii) up to $65,000,000 of Indebtedness Incurred by MCM or any of its Subsidiaries (based on deleting the commitment amount of such Indebtedness (whether or not drawn) and the foreign currency exchange rates, in each case, at the time heading of the Incurrence third column in the table set forth therein and by substituting "Annual Percentage of any such Indebtedness (for this purpose, with respect Revolving Commitment Outstanding Immediately Prior to any undrawn facility, Indebtedness thereunder shall be deemed the Second Amendment Date to be Incurred when the commitment with respect to such facility shall be made (whether or not amounts are drawn thereunder at such time)) and (iii) any Net Cash Proceeds from the issuance of the Convertible Subordinated Notes; provided, that the Net Cash Proceeds described Reduced" in this clause (iii) are -------- used in the manner described in Section 6.13(a)lieu thereof." (b) Section 2.11(c2.6(b)(ii) of the Credit Agreement Agreement, Amortization of Tranche A Loans, is hereby modified and amended by (i) deleting the first sentence heading of the second column in the table set forth therein and by substituting "Percentage of Tranche A Commitment Outstanding Immediately Prior to the Second Amendment Date to be Applied to Reduce the Tranche A Loans Outstanding Each Quarter" in lieu thereof the following: "Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of Details with respect to which on the last day thereof the Consolidated Senior Leverage Ratio is greater than or equal to 1.50 to 1.00, there shall be Excess Cash Flow, the Borrowers shall, on the relevant Excess Cash Flow Application Date, prepay the Term Loans and reduce the Revolving Credit Commitments as set forth in Section 2.11(d) in an amount equal to the lesser of (i) 25% of such Excess Cash Flow and (ii) an amount sufficient to cause deleting the Consolidated Senior Leverage Ratio, determined on a pro forma basis as heading of the end third column in the table set forth therein and by substituting "Annual Percentage of such fiscal year as if such prepayments and reductions were made on Tranche A Commitment Outstanding Immediately Prior to the last day of such fiscal year, Second Amendment Date to be less than 1.50 Applied to 1.00; providedReduce the Tranche A Loans" in lieu thereof. (c) Section 2.6(c) of the Credit Agreement, that no such prepayment or -------- reduction shall Tranche B Loans, is hereby modified and amended by (i) deleting the heading of the second column in the table set forth therein and by substituting "Percentage of Tranche B Loans Outstanding Immediately Prior to the Second Amendment Date to be required with respect Applied to any Excess Cash Flow for Reduce the fiscal year Tranche B Loans Outstanding Each Quarter" in lieu thereof and (ii) deleting the heading of Details ended December 31, 2000the third column in the table set forth therein and by substituting "Annual Percentage of Tranche B Loans Outstanding Immediately Prior to the Second Amendment Date to be Applied to Reduce the Tranche B Loans" in lieu thereof."