Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become be effective on and as the Second Amendment Effective Date upon the satisfaction of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedprecedent: (a) As of the Effective Date, there Administrative Agent shall have occurred no Material Adverse Change since December 25received counterparts of this Agreement duly executed by the Company, 2010 that has not been publicly disclosed.the Designated Borrowers, the Guarantors, each Lender (other than any Exiting Lender (as defined below)), the Swing Line Lender, the L/C Issuer and the Administrative Agent; (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Companyexiting lender consent, in form and substance reasonably satisfactory to the Administrative Agent, from each Lender that will not have a Commitment or any Loans after giving effect to this Agreement (each such Lender, an “Exiting Lender”), if any; (c) the Administrative Agent shall have received Notes executed by an Authorized Officer of the applicable Borrower, in favor of each Lender, if any, that has requested a Note from such Borrower; (d) the Administrative Agent shall have received favorable opinions of legal counsel to the Credit Parties (including opinions of local and foreign counsel, as reasonably required by the Administrative Agent), addressed to the Administrative Agent, the Swing Line Lender, the L/C Issuer and each Lender, dated as of the Second Amendment Effective Date; (e) the Administrative Agent shall have received (i) copies of the Organization Documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the jurisdiction of its organization, formation or incorporation, if available, and certified by an Authorized Officer of such Credit Party to be true and correct as of the Second Amendment Effective Date; (ii) such certificates of resolutions or other action, incumbency certificates, and/or other certificates of Authorized Officers of each Credit Party as Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as a Authorized Officer in connection with this Agreement and the Lenders.other Loan Documents to which such Credit Party is a party; and (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing in its jurisdiction of organization, formation or incorporation, as applicable; (vf) An executed copy the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, annual projections for the Company and its subsidiaries for each year during the term of this Agreement from each party hereto.the Amended Credit Agreement; (g) The the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, (i) to the extent not already filed, completed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent’s reasonable discretion, to perfect the Administrative Agent’s security interest in the Collateral, (ii) searches of UCC filings, tax liens, and judgment liens with the corresponding Governmental Authorities in the jurisdiction of incorporation or formation, as applicable, of each Credit Party, and each other jurisdiction deemed appropriate by the Administrative Agent, (iii) to CHAR1\1812724v7 the extent not previously delivered to the Administrative Agent, any certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Security Agreement, together with duly executed in blank, undated stock powers attached thereto (unless, with respect to the pledged Equity Interests of any Foreign Subsidiary, such stock powers are deemed unnecessary by the Administrative Agent in its reasonable discretion under the Law of the jurisdiction of organization of such Person), and (iv) copies of insurance policies or certificates of insurance of the Credit Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including naming the Administrative Agent and its successors and assigns as additional insured (in the case of liability insurance) or lender’s loss payee (in the case of property insurance) on behalf of the Lenders; (h) the Administrative Agent shall have received evidence a certificate of an Authorized Officer of the Company certifying (i) as to the matters set forth in Section 5(c)(v) and (ii) that there has not occurred since March 31, 2021 any event or condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect; (i) the termination Administrative Agent shall have received a Solvency Certificate signed by an Authorized Officer of the commitments to make extensions Company, dated as of credit to the Second Amendment Effective Date; (j) all existing third party Indebtedness for borrowed money of the Company and its Restricted Subsidiaries (other than such third party Indebtedness for borrowed money which is permitted to remain outstanding pursuant to the Borrowing Subsidiaries terms of the Amended Credit Agreement) shall have been, or substantially concurrently, will be refinanced or repaid; (k) the Credit Parties shall have provided (at least three (3) Business Days before the Second Amendment Effective Date) to the Administrative Agent and the Lenders the documentation and other information requested by the lenders party Administrative Agent and the Lenders in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act and the Canadian AML Acts, to the extent requested in writing at least ten (10) days prior to the Second Amendment Effective Date; (l) at least three (3) days prior to the Second Amendment Effective Date, if a Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall deliver, to each Lender that shall have made such request in writing at least ten (10) days prior to the Second Amendment Effective Date, a Beneficial Ownership Certification in relation to such Borrower; (m) the Borrowers shall have repaid a portion of the principal amount of the Incremental Term A-1 Loan (as defined in the Incremental Term Loan and Increase Agreement) outstanding under the Existing Credit Agreement immediately prior to the Second Amendment Effective Date in an aggregate principal amount equal to $150,000,000 (the “Prepayment”); (n) the Borrowers shall have paid all accrued and unpaid interest and fees owing under the Existing Credit Agreement immediately prior to the Second Amendment Effective Date; and (o) the Administrative Agent shall have received all fees due and payable under the Fee Letter (as defined in the Amended Credit Agreement) on or before the Second Amendment Effective Date and, to the extent invoiced at least two (2) Business Days prior to the Second Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses CHAR1\1812724v7 required to be reimbursed or paid by the Borrowers hereunder and under the Amended Credit Agreement. Without limiting the generality of Section 9.03(c) of the Existing Credit Agreements Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Agreement (and (iieach Exiting Lender that has delivered an Exiting Lender Consent) payment in full of all amounts owing under shall be deemed to have consented to, approved or accepted or to be satisfied with, each of document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Existing Credit Agreements. Each of Administrative Agent shall have received notice from such Lender prior to the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementproposed Second Amendment Effective Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as of the first date (the “"Third Amendment Effective Date”") on which when each of the following conditions precedent shall have been satisfied: (a) As of the Effective DateBorrowers, there the Guarantors, the Administrative Agent and the Lenders constituting the Required Lenders shall have occurred no Material Adverse Change since December 25signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, 2010 that has not been publicly disclosed.facsimile or other electronic transmission) the same to the Administrative Agent; (b) As the Borrowers shall have paid to the Administrative Agent (or one of its Affiliates, as applicable) (a) a non-refundable cash amendment fee in Dollars for distribution to each Lender which executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by 12:00 noon (Pacific time) on December 21, 2011, in an amount equal to 22.5 basis points of the Commitment of such Lender outstanding on the Third Amendment Effective Date and (b) all other fees required to be paid on or before the Third Amendment Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.; (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company Borrowers shall have paid all reasonable accrued fees fees, expenses and expenses disbursements of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On Administrative Agent to the extent invoiced prior to or on the Third Amendment Effective Date, plus such additional amounts of reasonable fees, expenses and disbursements of counsel to the following statements Administrative Agent as shall constitute its reasonable estimate of reasonable fees, expenses and disbursements of counsel to the Administrative Agent incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); (d) after giving effect to this Amendment, the representations and warranties of the Loan Parties contained in Section 4 of this Amendment, Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if the Agent applicable representation and warranty is already subject to a materiality standard, shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (ibe true and correct in all respects) The representations and warranties contained in Section 4.01 are correct on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such date; and (iie) No event has occurred no Default or Event of Default shall exist and is be continuing that constitutes a Default. (f) The Agent shall have received on or before as of the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Third Amendment Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective on and as the obligations of the first date (Lenders to make the “Effective Date”) on which Loans and of the Issuing Lender to issue any Letter of Credit shall be subject to the prior satisfaction of each of the following conditions precedent have been satisfiedconditions: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the AgentLenders and their counsel: (i1) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this This Agreement and the Notes, duly executed and delivered by the Borrower; (2) Financing statements and other documents as any of all documents evidencing other the Lenders may deem reasonably necessary corporate action or proper to perfect the Security Interests in the Collateral; (3) The Mortgage, duly executed and governmental approvalsdelivered by the Borrower; (4) Fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, if any, marked to Agent's satisfaction to evidence the form of such policies to be delivered with respect to the Mortgage), in standard ALTA form, issued by a title insurance company satisfactory to Agent, each in an amount equal to not less than the fair market value of the Property insuring the Mortgage as creating a valid Lien on the Property with no exceptions which Agent shall not have approved in writing and no survey exceptions; (5) The Guaranty duly executed and delivered by each of the Guarantors; (6) The Guarantor Security Agreement duly executed and delivered by each of the Secured Guarantors, together with financing statements and other documents as any of the Lenders may deem reasonably necessary or proper to perfect the security interests granted thereby in the collateral covered thereby; (7) Copies of all corporate action taken by the Borrower and each Guarantor, including resolutions of their Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which each is a party and each other document to be delivered pursuant to this Agreement, certified as of the date of this Agreement and by the Notes, including, without limitation, copies Secretary of the articles of incorporation and bylaws Borrower or such Guarantor, as the case may be; (8) A certificate, dated as of the Company. (iii) A certificate date of this Agreement, of the Secretary or an Assistant of the Borrower and of the Secretary of the Company each Guarantor certifying the names and true signatures of the officers of the Company Borrower or such Guarantor authorized to sign this Agreement and the Notes Loan Documents to which the Borrower or such Guarantor is a party and the other documents to be delivered hereunderby the Borrower or such Guarantor under this Agreement; (9) A favorable opinion of independent counsel for the Borrower and the Guarantors, satisfactory to Lenders, dated the date of this Agreement; (10) A letter duly executed by an actuary or the Borrower's pension administrator stating the annual valuation of each Plan, the status of the Borrower's and each ERISA Affiliate's compliance with ERISA, and the status of the Borrower's and each ERISA Affiliate's funding of each Plan. (11) Certificates of insurance evidencing compliance with the insurance requirements of this Agreement; (12) The certificate of incorporation and bylaws certified by the Secretary of the Borrower and each Guarantor; (13) A Certificate of Good Standing issued by the Secretary of the State of its jurisdiction of organization evidencing that the Borrower and each Guarantor is a domestic corporation in good standing in such jurisdiction; (14) A Borrowing Base Certificate as of December 31, 2002; (15) The following due diligence documents: (a) receipt and satisfactory review of the Subordinated Notes and the Subordinated Debentures, (b) receipt and satisfactory review of a Phase I Environmental Site Assessment in respect of the Property, (c) receipt of a satisfactory appraisal of the Property, and (d) receipt and satisfactory review of a Certificate of Compliance and a Borrowing Base Certificate as of December 31, 2002; (16) The remainder of the Commitment Fee ($57,500) in immediately available funds; and (17) All other documents, instruments and agreements that the Agent shall reasonably require in connection with this Agreement. (b) Since the date of the Borrower's application for the Facilities, (i) there shall have occurred no material depreciation in the value of the Collateral, (ii) there shall have occurred no material adverse change in the operation, financial condition or business prospects of the Borrower or any of the Guarantors on a consolidated basis, (iii) no litigation shall have been commenced or threatened which, if successful, would have a Material Adverse Effect or challenges the transactions contemplated by this Agreement, (iv) Favorable opinions no Default or Event of one Default shall have occurred or more counsel to the Companybe continuing, in form and substance reasonably satisfactory (v) no representations made or information supplied to the Agent and or any Lender shall have proven to be false or misleading in any material respect as of the Lendersdate made. (vc) An executed copy of All representations and warranties contained in this Agreement from each party hereto. (g) The Agent and the other Loan Documents shall have received evidence of (i) the termination be true and correct in all material respects as of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementClosing Date.

Conditions Precedent to Effectiveness. This Articles II and III of this Agreement shall become effective as of the date (the "Effective Date") when and only when all of the conditions set forth in this Article IV have been satisfied (or waived in accordance with Section 10.01): (a) The Debt Coordinator shall have received on or before the Effective Date, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Debt Coordinator (unless otherwise specified) and in sufficient copies for each Bank: (i) a counterpart of this Agreement executed by or on behalf of each Loan Party and each Bank or the requisite number of Banks under each of the Bank Facilities to give effect to the terms and conditions of the Amendment Documents with respect to such Bank Facility; (ii) the USI Collateral Trust Agreement Amendment in substantially the form of Exhibit B hereto (the "USI Collateral Trust Agreement Amendment") duly executed and delivered by the Collateral Trustees and each Loan Party; (iii) the USI Pledge and Security Agreement Amendment in substantially the form of Exhibit C hereto (the "USI Pledge and Security Agreement Amendment") duly executed and delivered by each Loan Party; (iv) a USI Pledge and Security Agreement Supplement in substantially the form of Exhibit H hereto (the "USI Pledge and Security Agreement Supplement") duly executed by each Rexair Obligor, together with evidence reasonably satisfactory to the Debt Coordinator that such Rexair Obligor has executed, acknowledged, delivered, recorded, filed and registered any and all such further acts, deeds, conveyances, pledge agreements, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Debt Coordinator may reasonably deem necessary in order to perfect and protect the first priority liens (subject only to the Rexair Debt Lien) and security interests created in favor of the Collateral Trustees for the benefit of the Secured Holders under such USI Pledge and Security Agreement Supplement; (v) evidence reasonably satisfactory to the Debt Coordinator that each Loan Party shall have taken all material actions required to be taken by it under or in respect of the Collateral Documents and that no Default shall exist thereunder; (vi) a guaranty in substantially the form of Exhibit D hereto (the "Non-Shared Guaranty") duly executed by each Non-Shared Collateral Loan Party, in each case guaranteeing the Obligations of each other Loan Party under and in respect of the Bank Facilities; (vii) deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in substantially the form of Exhibit E hereto covering the properties of each Rexair Obligor listed on Schedules 5.01(r) and 5.01(s) hereto (together with the Assignments of Leases and Rents referred to therein, in each case as amended, the "Rexair/USI Mortgages"), duly executed by the appropriate Rexair Obligor, in a form appropriate for recording in the appropriate jurisdiction; (viii) certified copies of the resolutions of the Board of Directors of each Loan Party approving the Transactions and each Transaction Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the Transactions and each Transaction Document to which it is or is to be a party; (ix) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation or organization of each Loan Party, dated reasonably near the Effective Date, certifying (A) as to a true and correct copy of the charter of such Loan Party, and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to such Loan Party's charter or other organizational documents on file in such Secretary's office, (2) such Loan Party has paid all franchise taxes to the date of such certificate and (C) such Loan Party is duly incorporated and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation; (x) a copy of a certificate of the Secretary of State of each jurisdiction in which any Loan Party is qualified as a foreign corporation, dated reasonably near the Effective Date, stating that such Loan Party is duly qualified and in good standing as a foreign corporation in such State and has filed all annual reports required to be filed to the date of such certificate; (xi) a certificate of each Loan Party, signed on behalf of such Loan Party by an Authorized Officer thereof, dated as of the Effective Date (the statements made in which certificate shall be true on and as of the first date (the “Effective Date”), certifying as to (A) the absence of any amendments to the charter of such Loan Party since the date of the Secretary of State's certificate referred to in clause (ix) above, (B) a true and correct copy of the bylaws of such Loan Party as in effect on the date on which the following conditions precedent have been satisfied: resolutions referred to in clause (aviii) As of were adopted and on the Effective Date, there (C) the due incorporation and good standing or valid existence of such Loan Party as a corporation organized under the laws of the jurisdiction of its incorporation or organization, and the absence of any proceeding for the dissolution or liquidation of such Loan Party, (D) the truth, in all material respects, of the representations and warranties contained in the Amendment Documents and the Credit Documents as though made on and as of the Effective Date other than any such representations or warranties that, by their terms, refer to a specific date other than the Effective Date, in which case as of such specific date and (E) the absence of any event occurring and continuing, or resulting from the consummation of the Transactions, that constitutes a Default; (xii) a certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (xiii) to the extent available, a certified copy of a list of all pending applications filed by USI and its Subsidiaries relating to intellectual property of the type described in Section 5.01(u), provided that a complete list of all such pending applications shall have occurred be delivered to the Debt Coordinator no Material Adverse Change since December 25, 2010 that later than 30 days following the Effective Date. (xiv) to the extent the same has not been publicly disclosedpreviously delivered to the Debt Coordinator, evidence of insurance naming the Collateral Trustees or, with respect to the Rexair Collateral, the Rexair Collateral Agent, as additional insureds and loss payees with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is satisfactory to the Banks, including, without limitation, business interruption insurance; (xv) a favorable opinion of Xxxxx Xxxx & Xxxxxxxx, counsel for the Loan Parties, in substantially the form of Exhibit F hereto; and (xvi) opinions of local counsel to the Loan Parties covering such matters as the Banks through the Debt Coordinator may reasonably request. (b) As of The Surviving Debt shall be on terms and conditions satisfactory to the Effective Date, there Banks. (c) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Company, or threatened before any court, governmental agency Governmental Authority or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely purports to affect the legality, validity or enforceability of this Agreement or any Note Transaction Document or the consummation of the transactions contemplated herebyTransactions. (cd) As of the Effective Date, all governmental All Governmental Authorizations and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, Transactions shall have been obtained (without the imposition of any conditions that are not acceptable to the LendersBanks) and shall remain in effect. (d) As , and no law or regulation shall be applicable in the judgment of the Effective DateBanks, in each case that restrains, prevents or imposes materially adverse conditions upon the Company shall have paid all reasonable accrued fees and expenses Transactions or the rights of the AgentLoan Parties or their Subsidiaries freely to transfer or otherwise dispose of, the Syndication Agentsor to create any Lien on, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses any properties now owned or hereafter acquired by any of one counsel to the Agent)them. (e) On the Effective Date, USI shall have paid (A) to the following statements shall be true Debt Coordinator for the Pro Rata benefit of the Banks who execute and deliver this Agreement, an amendment fee of 0.25% of the outstanding Total Principal Exposure of such Banks under all Bank Facilities (representing the balance of the upfront fees payable in connection with the Transaction) (the "Amendment Fee"), and (B) all other accrued fees of the Debt Coordinator and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Banks and all accrued expenses of the Company, dated Debt Coordinator (including the accrued fees and expenses of counsel to the Debt Coordinator and local counsel to the Banks) to the extent an invoice therefor has been delivered to USI at least one Business Day prior to the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies Each of the resolutions of the Board of Directors of the Company approving this USI Collateral Trust Agreement and the Notes, USI Pledge and of all documents evidencing other necessary corporate action Security Agreement shall have been amended and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, restated as set forth in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party heretoSection 2.06(a). (g) The Agent Rexair Acquisition shall have received evidence of (i) been consummated or shall be consummated concurrently with the termination occurrence of the commitments to make extensions Effective Date substantially in accordance with the terms of credit the Rexair Stock Purchase Agreement. (h) Evidence satisfactory to the Company and Debt Coordinator that BofA shall have no outstanding obligations (whether contingent or otherwise) in its capacity as purchaser under the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementReceivables Program.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The effectiveness of the first date (Loan Documents is subject to the “Effective Date”) on which the following conditions condition precedent have been satisfied: (a) As of the Effective Date, there that Collateral Agent and each Lender shall consent to or shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such datereceived, in form and substance satisfactory to the AgentCollateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation: (a) original Loan Documents, each duly executed by Borrower and each Subsidiary, as applicable; (b) duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries; (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; (d) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) To not material and (ii) would be competitively harmful if publicly disclosed. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE XXXX “[***]”. organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the extent requested by Effective Date; (e) a Lender at least three Business Days completed Perfection Certificate for Borrower and each of its Subsidiaries; (f) the Annual Projections, for the current calendar year; (g) duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders; (h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, Revolving of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Notes payable to the order of each Lender.Extension, will be terminated or released; (iii) Certified copies a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s leased location at 0000 X. Xxxxx Xxxxxxx 0000, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000; (j) a duly executed legal opinion of counsel to Borrower dated as of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company.Effective Date; (iiia) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably evidence satisfactory to the Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders.; (vb) An executed a copy of this any applicable Registration Rights Agreement from each party hereto.or Investors’ Rights Agreement and any amendments thereto; (gc) The Agent shall have received a payoff letter in respect of the Existing Indebtedness; (d) evidence of that (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of Liens securing the Existing Credit Agreements Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; (e) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementfees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the Agent shall have received counterparts of this Agreement duly executed by the Borrower and all of the Banks and the following additional conditions precedent shall have been satisfied, except that Section 2.04(a) shall become effective as of the first date on which the Agent shall have received counterparts of this Agreement duly executed by the Borrower and all of the Banks: (a) As of The Borrower shall have notified the Agent in writing as to the proposed Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As Each of the Agent and the Co-Lead Arrangers shall be reasonably satisfied in all material respects with (i) the structure of the Plan of Reorganization and the other aspects of the Transaction (excluding the terms of the settlement contemplated thereby and the amount of the Settlement Payments to the extent, in each case, such terms and amount are not materially different from those set forth in the March 2004 10-Q) and all related tax, legal and accounting matters, (ii) the capitalization, corporate or organizational, and legal structure and equity ownership of the Borrower and its material Subsidiaries (including, without limitation, the charters and bylaws of each of the Borrower and its material Subsidiaries and each agreement or instrument relating thereto) after giving effect to the Transaction and (iii) the projected financial condition of the Borrower and its subsidiaries on a consolidated basis following the consummation of the Plan of Reorganization. (c) Each of the Agent and the Co-Lead Arrangers shall be reasonably satisfied that there has been no material adverse change since June 10, 2004 (which shall not be deemed to refer to the contemplated restructurings disclosed to the Co-Lead Arrangers on or prior to such date) in either (i) the corporate and legal structure and capitalization of the Borrower and its material Subsidiaries, including, without limitation, the charters and bylaws of each of the Borrower and each of its material Subsidiaries and each agreement or instrument relating thereto or (ii) the projected financial condition of the Borrower and its Subsidiaries on a consolidated basis following the Order Entry. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (i) The Notes to the order of the Banks to the extent requested by any Bank pursuant to Section 2.18. (ii) An amended and restated share pledge agreement in substantially the form of Exhibit F hereto (together with each other pledge agreement and pledge agreement supplement delivered pursuant to Section 5.01(i), in each case as amended, the "Pledge Agreement"), duly executed by the Borrower and HESI in favor of the Collateral Agent, together with (to the extent not heretofore provided): (A) to the extent such Pledged Equity is certificated, certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank; (B) financing statements in proper form for filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement; (C) completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions referred to in clause (B) above that name any Loan Party as debtor, together with copies of such other financing statements; and (D) except for the filing of financing statements to occur after the Effective Date and except as otherwise permitted by the Loan Documents, evidence that all other action that the Agent may reasonably deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (iii) An amended and restated subsidiary guaranty in substantially the form of Exhibit G hereto (together with each other subsidiary guaranty and subsidiary agreement supplement delivered by a Subsidiary Guarantor pursuant to Section 5.01(i), in each case as amended, the "Subsidiary Guaranty"), duly executed by each Subsidiary Guarantor in favor of the Agent, the Banks, the Three-Year Agent, the Three-Year Banks, the LC Agent and the XX Xxxxx. (iv) An amended and restated collateral trust agreement in substantially the form of Exhibit H hereto (together with each other collateral trust agreement supplement delivered by a Loan Party pursuant to Section 5.01(i), in each case as amended, the "Collateral Trust Agreement"), duly executed by the Borrower, HESI and the Collateral Agent. (v) Certified copies of the resolutions of the Board of Directors, members or partners of each Loan Party approving each Loan Document to which such Loan Party is or is to be a party, and of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to each Loan Document to which such Loan Party is or is to be a party. (vi) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which such Loan Party is or is to be a party and the other documents to be delivered by such Loan Party hereunder. (vii) A certificate of an officer of the Borrower stating the respective ratings by each of S&P and Xxxxx'x, respectively, of the senior unsecured long-term debt of the Borrower as in effect on the Effective Date. (viii) A letter addressed to the Agent from the Borrower with respect to the Senior Unsecured Credit Facility Agreement stating that (i) all the "Commitments" (as defined in the Senior Unsecured Credit Facility Agreement) of the "Banks" (as defined in the Senior Unsecured Credit Facility Agreement) have been terminated, there (ii) no "Advances" (as defined in the Senior Unsecured Credit Facility Agreement) are outstanding under the Senior Unsecured Credit Facility Agreement, and (iii) all fees and other amounts known by the Borrower to be payable under the Senior Unsecured Credit Facility Agreement have been paid in full. (ix) A favorable opinion of Xxxxx X. Xxxxxxxxx, Assistant Secretary and Assistant General Counsel for the Borrower, in substantially the form of Exhibit C-1 hereto. (x) A favorable opinion of Xxxxx Xxxxx LLP, counsel for the Loan Parties, in substantially the form of Exhibit C-2 hereto. (xi) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent. (e) There shall exist no action, suit, investigation, litigation or proceeding affecting the Company pending or threatened in any of its Subsidiaries pending or, to the knowledge of the Company, threatened court or before any court, arbitrator or governmental agency or arbitrator instrumentality that (i) could reasonably be reasonably likely expected to have a Material Adverse Effect that has not been publicly disclosed prior to other than the date hereof Disclosed Litigation or (ii) could reasonably be likely purports to affect the legality, validity or enforceability of this Agreement the Borrower's or any Note Subsidiary Guarantor's obligations or the consummation rights and remedies of the transactions contemplated herebyBanks relating to the Agreement and the other Loan Documents, and except as set forth in Schedule 4.01(f) to this Agreement, there shall have been no material adverse change in the status, or financial effect on the Borrower and its subsidiaries on a consolidated basis, of the Disclosed Litigation from that described to the Agent on or prior to June 10, 2004. (cf) As There shall have occurred no material adverse change (which term shall not be deemed to refer to the commencement of the Chapter 11 Cases) in the business, condition (financial or otherwise), operations, performance or properties of the Borrower and its subsidiaries, on a consolidated basis, since December 31, 2003, except as disclosed in the March 2004 10-Q, except as disclosed to the Agent, the Co-Lead Arrangers and the Banks on the Banks' conference calls on June 15, 2004 and June 29, 2004 and except for the accounting charges taken and to be taken by the Borrower directly in connection with the Settlement Payments and except as set forth in Schedule 4.01(f) to this Agreement, and the Agent shall have received a certificate signed by a Responsible Officer of the Borrower stating that the condition in this Section 3.01(f) has been satisfied as of the Effective Date. (g) Each of the Agent and the Co-Lead Arrangers shall be satisfied that the Borrower and its subsidiaries are not subject to material contractual or other restrictions that would be violated by the Transaction, including the incurrence of indebtedness under this Agreement, the granting of guarantees and collateral and the payment of dividends by subsidiaries. (h) Except as otherwise permitted by the Loan Documents, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, hereby shall have been obtained (without the imposition of any conditions that are not reasonably acceptable to the LendersAgent and the Co-Lead Arrangers) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Agent and the Co-Lead Arrangers that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (ei) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and, (ii) No event has occurred and is continuing that constitutes a Default., (fiii) Any default under the Borrower's or any of its material Subsidiaries' material debt instruments that would be triggered by the filing of the Chapter 11 Cases and related transactions has been permanently waived or amended, (iv) The Borrower has disclosed to the Agent shall have received on or before the Effective Date the following, each dated such date(A) all material potential cash collateral and/or reimbursement obligations under letters of credit and (B) all material potential liabilities with respect to sureties, in form and substance satisfactory each case, existing prior to the Agent:date hereof, that might arise as a result of the filing of the Chapter 11 Cases and related transactions, and (iv) To the extent requested by a Lender at least three Business Days Borrower's knowledge, the Borrower will not be required for any reason due to events or circumstances existing prior to the Effective Date to cause its consolidated financial statements for fiscal year 2001 or 2002 to be reaudited or restated after the Effective Date, Revolving Credit Notes payable except in order to reflect changes in the order of each LenderBorrower's segment reporting. (iij) Certified copies All accrued fees and reasonable out-of-pocket expenses of the resolutions Co-Lead Arrangers (including the reasonable fees and expenses of counsel to the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the CompanyCo-Lead Arrangers for which invoices have been submitted) shall have been paid. (iiik) A certificate The Borrower shall have paid all accrued fees and reasonable out-of-pocket expenses of the Secretary or an Assistant Secretary Agent (including reasonable fees and expenses of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereundercounsel for which invoices have been submitted). (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as the first day when all of the first date (the “Effective Date”) on which the following conditions precedent shall have been satisfiedoccurred: (a) As On or prior to the Closing Date, the Bank shall have received the following agreements, documents, opinions, certificates and fees, such opinions and certificates to be dated as of the Effective Closing Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed.and all of the following to be reasonably satisfactory in form and substance to the Bank and its counsel: (bi) As this Agreement, duly executed and delivered by the Company; (ii) the Third Allonge to Note and the Third Note Pledge Amendment, each duly executed and delivered by the Company, and the Third Allonge to Pledged Note, duly executed and delivered by Consumer Products; (iii) the Guarantor Acknowledgment and the Second Amendment to PFC Pledge Agreement, each duly executed and delivered by Consumer Products; the Mortgagor Acknowledgement, duly executed and delivered by the Mortgagor; and the Third Stock Pledge Amendment and Acknowledgment, duly executed and delivered by Revlon International; (iv) the opinion of Xxxxxxxx Mori, special Japanese counsel for the Mortgagor, in substantially the form of Exhibit D hereto; (v) the opinion of Xxxxxx X. Xxxxxxxx, counsel for the Company, Consumer Products and Revlon International, in substantially the form of Exhibit E hereto; (vi) copies of the Effective Date, there shall exist no action, suit, investigation, litigation resolutions of the board of directors (or proceeding affecting the Company or any duly constituted committees thereof) of its Subsidiaries pending or, to the knowledge each of the Company, threatened before any courtConsumer Products and Revlon International authorizing the execution, governmental agency delivery and performance by such respective Person of the agreements and documents to be delivered by such Person hereunder, certified by the Secretary or arbitrator an Assistant Secretary of such Person (which certificate shall state that such resolutions are in full force and effect on the Closing Date); (ivii) could a certificate of the Secretary or an Assistant Secretary of each of the Company, Consumer Products and Revlon International certifying the names and true signatures of the officers of each such Person authorized to sign the agreements and documents to be reasonably likely to have delivered by such Person hereunder; (viii) a Material Adverse Effect that has not been publicly disclosed prior certificate signed by a duly authorized officer of the Company as to the matters set forth in Section 4.01(b); (ix) as to each of the Company, Consumer Products and Revlon International, (y) evidence as to such Person's corporate existence and good standing, certified as of a recent date hereof by the appropriate Governmental Person of the jurisdiction of such Person's incorporation, and (z) copies of the articles of incorporation or the certificate of incorporation of each of the Company, Consumer Products and Revlon International and a copy of the bylaws of each such Person, each certified by the Secretary or an Assistant Secretary of such Person; (iix) could reasonably be likely a copy of the resolutions of the board of directors of the Mortgagor authorizing the execution by the Mortgagor of the Mortgagor Acknowledgment and a certified copy of the corporation registration proving that the individual who has executed such documents is a representative director of the Mortgagor or its attorney-in-fact; (xi) evidence satisfactory in form and substance to affect the legalityBank of each consent, validity or enforceability if any, required in connection with the execution, delivery and performance of this Agreement or any Note or Agreement, the other documents executed in connection herewith and the consummation of the transactions contemplated hereby. (cxii) As of such other documents, instruments, approvals or opinions as the Effective Date, all governmental and third party consents and approvals necessary in connection with Bank may reasonably request; and (xiii) the transactions contemplated hereby, if any, Bank shall have been obtained (without received the imposition of any conditions that are not acceptable amendment fee required pursuant to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the AgentSection 2.05(a). (eb) On the Effective Date, the The following statements shall be true and correct on the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Closing Date, stating that: (i) The the representations and warranties contained in Section 4.01 Article V of this Agreement and in each of the other Operative Agreements are correct on and as of the Effective Date, Closing Date as though made by the respective parties thereto on and as of such date; and (ii) No event no Default or Event of Default has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before would result from the Effective Date the following, each dated such date, in form execution and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order delivery of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, other agreements and documents delivered pursuant hereto or the payment of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect fees pursuant to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the CompanySection 2.05. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 2530, 2010 2023 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (vi) If reasonably requested by any Lender at least ten days prior to the Effective Date, such documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (vii) At least five days prior to the Effective Date, for each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedwhich: (a) As of the Effective Date, there The Administrative Agent shall have occurred received evidence reasonably satisfactory to it that the Existing Credit Agreement shall have been (or shall be substantially simultaneously) terminated, that all amounts due thereunder shall have been (or shall be substantially simultaneously) paid in accordance with its terms and that no Material Adverse Change since December 25, 2010 that has not been publicly disclosedLiens exist other than Liens permitted by the terms of this Agreement or Liens discharged on or prior to the Closing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, there The Administrative Agent (or its counsel) shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that have received either (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to counterpart of this Agreement and of the date hereof Subsidiary Guarantee signed on behalf of each party thereto (which may include telecopy or e-mail transmissions of signed signature pages), or (ii) could written evidence reasonably be likely satisfactory to affect the legality, validity Agent (which may include telecopy or enforceability e-mail transmissions of signed signature pages) that this Agreement or any Note or the consummation and of the transactions contemplated herebySubsidiary Guarantee have been signed on behalf of each party thereto. (c) As of The Lenders, the Effective Date, all governmental Administrative Agent and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been obtained (without the imposition of any conditions that are not acceptable submitted to the Lenders) and shall remain in effectBorrower at least one Business Day prior to the Closing Date. (d) As The Administrative Agent shall have received (i) audited consolidated financial statements of the Effective Date, Borrower for the Company shall have paid all reasonable accrued fees two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and expenses (ii) unaudited interim consolidated financial statements of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel Borrower for each quarterly period ended subsequent to the Agent)date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (e) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for a legal opinion (addressed to the account of Administrative Agent and each Lender party hereto on the Closing Date) from Xxxxxxxx & Xxxxx LLP, counsel to the Borrower, which opinion shall be reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a certificate signed by a duly authorized officer legal opinion (addressed to the Administrative Agent and each Lender party hereto on the Closing Date) from Xxxxx Xxxxxxxxxx, General Counsel of the CompanyBorrower, dated the Effective Dateor Xxxx Xxxxx, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as Assistant General Counsel of the Effective DateBorrower, and (ii) No event has occurred and is continuing that constitutes a Defaultwhich opinion shall be reasonably satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received on or before the Effective Date the followingfollowing documents and certificates, each dated such date, all in form and substance reasonably satisfactory to the Administrative Agent: (i) To A certificate of the extent requested by a Lender at least three Business Days prior to Chief Financial Officer of the Effective Borrower, dated the Closing Date, Revolving Credit Notes payable to certifying compliance with the order condition precedent set forth in paragraph (b) of each Lender.Section 4.02; (ii) Certified copies A copy of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the certificate or articles of incorporation and bylaws or organization or certificates of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the Company.state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; and (iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party, dated the Company Closing Date, certifying the names (A) that attached thereto is a true and true signatures complete copy of the officers by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the Loan Documents to which it is a party and the transactions contemplated thereby, including, in the case of the Company authorized to sign this Agreement and Borrower, the Notes and Borrowings hereunder, (C) that the other documents to be delivered hereunder. (iv) Favorable opinions certificate or articles of one incorporation or more counsel to organization of such Loan Party have not been amended since the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination date of the commitments last amendment thereto shown on the certificate of good standing furnished pursuant to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and subclause (ii) payment in full above, and (D) as to the incumbency and specimen signature of all amounts owing under each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Existing Credit Agreements. Each of Secretary or Assistant Secretary executing the Lenders that is a party certificate delivered pursuant to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementthis subclause (iii).

Conditions Precedent to Effectiveness. This Agreement Seventh Amendment shall become effective on and as of the first date (the “Effective Date”) on which hereof only upon satisfaction of the following conditions precedent have been satisfiedprecedent: (a) As the due execution and delivery of the Effective Datea counterpart signature page to this Seventh Amendment by each of Borrower, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective DateGuarantor, the Company shall have paid undersigned Lender (constituting all reasonable accrued fees and expenses of Lenders under the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and Credit Agreement as of the Effective Date), andAdministrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the A&R Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) No event has occurred and is continuing that constitutes a Default.such other agreements evidencing the Restructuring as Administrative Agent shall reasonably request; (fc) The Borrower and Collateral Agent shall have received entered into an amendment to the Security Agreement, substantially in the form of Exhibit D (the “Security Agreement Amendment”); (d) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (e) Borrower shall have prepared for filing on or before the Effective Date a UCC-3 amendment to UCC financing statement number 2010 3626961 amending the followingcollateral description therein to conform to the Security Agreement Amendment, each dated such date, which UCC-3 amendment shall be in form and substance satisfactory to the Administrative Agent and Collateral Agent; (f) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order copies of each Lender. (ii) Certified copies Organizational Document of each of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the CompanyCredit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Agent Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Seventh Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Seventh Amendment and the Lenders.agreements executed and documents delivered in connection herewith, certified as of the Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; and (viv) An executed copy a good standing certificate from the applicable Governmental Authority of this Agreement from each party hereto.Credit Party’s jurisdiction of formation dated a recent date; (g) The receipt by Administrative Agent shall have received of evidence of insurance coverage for Borrower and the Deer Run Mine satisfying the requirements of the Transaction Documents, which insurance shall name Administrative Agent as lender loss payee and additional insured thereunder (solely with respect to policies insuring Collateral, as defined in the Security Agreement), and shall otherwise be in form and substance reasonably satisfactory to Administrative Agent, together with evidence that such policy or policies are in full force and effect; (h) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Seventh Amendment or any document, instrument, agreement delivered pursuant to this Seventh Amendment or otherwise in connection with the Specified Defaults, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Effective Date; (i) the termination receipt by Administrative Agent and Hermes Agent of the commitments to make extensions written consent of credit Hermes to the Company amendment of the Hermes Export Credit Guarantee Documents to reduce the repayment period described therein to reflect the advancement of the Maturity Date set forth in Section 3 herein, which written consent shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (j) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $10,000; (k) Borrower shall have paid to the Administrative Agent on or prior to the Effective Date, $125,000, which amount is the amount of administrative agency fees due and owing to the Administrative Agent as of the Effective Date pursuant to Section 5.2 of the Credit Agreement and the Borrowing Subsidiaries Fee Letter; and (l) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), the estimated amount of the Fixed Interest Rate Breakage Costs to be incurred by such Lender in connection with this Seventh Amendment, as notified by the lenders party Administrative Agent to each the Borrower on or before the second Business Day prior to the Effective Date (it being understood by Borrower and the Administrative Agent that within two (2) Business Days following the Effective Date, Borrower shall pay to the Administrative Agent the excess, if any, of the Existing Credit Agreements and actual amount of one hundred percent (ii100%) payment in full of all amounts owing under each of the Existing Credit Agreements. Each Fixed Interest Rate Breakage Costs incurred by such Lender in connection with this Seventh Amendment over such estimated amount, or, if such estimated amount exceeds the actual amount thereof, the Administrative Agent shall refund the amount of such excess to the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementBorrower.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legalitywhen, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Dateand only when, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such datereceived, in form and substance satisfactory to the Agent: (ia) To counterparts of this Amendment duly executed and delivered by Borrowers, Agent and the extent Lenders; (b) the Fee Letter among Borrowers and Agent, duly executed and delivered by Borrowers and Agent; (c) if requested by a Lender at least three Business Days prior to Agent, amendments modifying and amending the Effective Date, Revolving Credit Notes payable to Dxxxxxx Xx Ship Mortgage and the order of each Lender.Mortgages; (iid) Certified copies if requested by Agent, a Subordination of Mortgage and a Subordination of Preferred Fleet Mortgage duly executed by the Indenture Trustee for each Mortgage (as defined in the Indenture) in place on the date of the resolutions Loan Agreement; (e) opinion of the Board of Directors of the Company approving this Agreement Borrowers’ and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, Guarantors’ counsel (including, without limitation, copies admiralty counsel (if requested by Agent), real estate counsel (if requested by Agent) and regulatory counsel), such opinions to include regulatory opinions as to the date issuance and valid existence of the articles of incorporation and bylaws of the Company.Borrowers’ Gaming Licenses; (iiif) A evidence in form and substance satisfactory to Agent that Borrowers shall have received all licenses (including the Gaming Licenses), approvals or evidence of other actions required by any Governmental Authority, including the Louisiana Regulatory Authorities and the Iowa Gaming Authorities, in connection with the execution and delivery by Borrowers of this Amendment; (g) if requested by Agent, updated Mortgage Policies for the Real Property Collateral the reflect that the Mortgages on such Real Property Collateral are valid and enforceable first priority Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens; (h) a certificate of from the Secretary of each Borrower and Guarantor attesting to the resolutions of such Person’s board of directors (or an Assistant Secretary comparable manager) authorizing its execution, delivery and performance of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes Amendment and the other documents executed in connection herewith to be delivered hereunder.which such Person is a party and authorizing specific officers of such Person to execute the same; (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination copies of each Borrower’s and Guarantor’s Governing Documents, as amended, modified or supplemented as of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries Fifth Amendment Effective Date, certified by the lenders party Secretary of such Borrower or Guarantor, as applicable; (j) a certificate of status with respect to each Borrower and Guarantor, dated within 10 days of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each Fifth Amendment Effective Date, such certificate to be issued by the appropriate officer of the Existing Credit Agreements. Each jurisdiction of organization of such Borrower or Guarantor, as applicable, which certificate shall indicate that such Borrower or Guarantor, as applicable, is in good standing in such jurisdictions; LEGAL_US_W # 58344626.9 (k) certificates of status with respect to each Borrower and Guarantor, as applicable, each dated within 30 days of the Lenders that is a party Fifth Amendment Effective Date, such certificates to any be issued by the appropriate officer of the Existing Credit Agreements hereby waives jurisdiction (other than the requirement jurisdiction of prior notice organization of termination of the commitments under each Existing Credit Agreementsuch Borrower or Guarantor, as applicable) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower or Guarantor, as applicable, is in good standing in such jurisdictions; and (l) such other information, documents, instruments or approvals as Agent or Agent’s counsel may reasonably require.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) Business Day on which each of the following conditions precedent have has been satisfied:satisfied (or waived by Lender) (such date, the "Effective Date"). (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent Lender shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Companyevidence, in form and substance reasonably satisfactory to Lender, that Lender has valid perfected and first priority security interests in and liens upon the Agent Collateral, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (b) all requisite corporate action and proceedings in connection with this Agreement and the Lenders.other Financing Agreements shall be reasonably satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including, without limitation, records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (vc) An executed copy Borrower shall provide evidence satisfactory to Lender demonstrating that after payment or provision for the payment of all fees and expenses of the transactions contemplated by the Financing Agreements and the disbursement of the proceeds of the initial Loans and the issuance of the initial Letter of Credit Accommodations and after application of the lending formula and all reserves as provided in this Agreement, the Excess Loan Availability shall be greater than or equal to $20,000,000; (d) Lender shall have established and be maintaining the Congress Accounts; (e) Lender shall have received, in form and substance reasonably satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem reasonably necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement from each party hereto.and the other Financing Agreements, including, without limitation, acknowledgements by landlords, mortgagees and warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (gf) The Agent Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance reasonably satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee; (g) Lender shall have received an opinion letter from Xxxxxx & Xxxxxxx counsel to Borrower, in form and substance satisfactory to Lender; (h) Lender shall have received, in form and substance reasonably satisfactory to Lender, an agreement from each issuer of each credit card, debit card, ATM card and each other form of payment accepted by Borrower for the sale of Inventory, or if different, each Person which makes payments with respect to each such card and/or other form of payment, pursuant to which each such Person has agreed to transfer (in a manner acceptable to Lender) to the Payment Account (or such other account as is acceptable to Lender), in immediately available funds, any and all payments due from such Person arising out of the sale or other disposition of Inventory by or on behalf of Borrower; and (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit other Financing Agreements and (ii) payment all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Lender, in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party form and substance reasonably satisfactory to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementLender.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which that the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrowers shall have paid all reasonable fees and expenses of the Administrative Agent, the L/C Issuer and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Administrative Agent). (eb) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower Agent, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (fc) The Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) To the extent Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a Lender at least three Business Days prior to the Effective DateLender, Revolving Credit Notes a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iiiii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Company each Borrower and each other Loan Party approving this Agreement Agreement, the Notes and the Noteseach Guaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement Agreement, the Notes and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Companyeach Guaranty. (iiiiv) A certificate of the Director, Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and the Notes Loan Documents to which it is a party and the other documents to be delivered hereunder. (ivv) Favorable opinions A Subsidiary Guaranty executed by each Subsidiary Guarantor, and the Parent Guaranty duly executed by the Parent. (vi) An opinion of one or more Xxxxxx & Bird LLP, counsel for the Borrowers and certain other Loan Parties, in substantially the form of Exhibit E attached hereto. (vii) An opinion of Linklaters, English counsel for IHCL, in substantially the form of Exhibit F attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (viii) An opinion of XXXXXXX, Bermuda counsel for the Parent, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and IHCL. (x) A certificate signed by the chief financial officer of IHCL certifying the current Debt Ratings. (d) All amounts outstanding, if any, under the Existing Credit Agreement shall have been paid, and the Existing Credit Agreement shall have been terminated (including termination of all commitments thereunder) in writing satisfactory to the CompanyAdministrative Agent. (e) The Administrative Agent shall have received (i) the Consolidated financial statements of the Parent and its Subsidiaries for the fiscal quarter ended March 31, 2010 and (ii) the financial projections of the Parent and its Subsidiaries on a Consolidated basis for the fiscal years ended 2010, 2011, 2012, 2013 and 2014, in each case, in form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The effectiveness of this Amendment is subject to the first date (the “Effective Date”) on which satisfaction of the following conditions precedent the date on which all such conditions have been satisfied:satisfied or waived, the “First Amendment Effective Date”): (a) As The Agent and the Arranger shall have received this Amendment duly executed and delivered by a Responsible Officer of each of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed.Loan Parties; (b) As The Agent and the Arranger shall have received the First Amendment Fee Letter duly executed by a Responsible Officer of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.Borrower; (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To a copy of each amendment to the extent requested operating agreement, partnership agreement, bylaws, company agreement or other governing agreement of each Loan Party, if any, executed after the date of the Credit Agreement, certified (as of a date reasonably near the date of the extension of credit) as being a true and correct copy thereof by a Lender at least three Business Days prior Responsible Officer of such Loan Party (or certifying as to no amendments since last delivered to the Effective Agent and the Arranger on the Closing Date, Revolving Credit Notes payable to the order of each Lender.); (ii) Certified a copy, certified by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized of each amendment to any charter of such Loan Party filed, if any, after the date of the Credit Agreement, and certifying that such amendments are the only amendments to such Loan Party’s charter on file in such office; (iii) an electronic confirmation from the Secretary of State or other applicable Governmental Authority of each jurisdiction in which each such Loan Party is organized certifying that such Loan Party has paid all franchise taxes to the date of such certification and is duly organized and in good standing under the laws of such jurisdiction on the date hereof, prepared by, or on behalf of, a filing service acceptable to Arranger; (iv) a copy of a certificate of the Secretary of State or other applicable Governmental Authority of the States of Oklahoma, Texas and Kansas, dated reasonably near the date of the extension of credit, stating that each Loan Party is duly qualified and in good standing as a foreign corporation or entity in each such jurisdiction and has filed all annual reports required to be filed to the date of such certificate; and electronic confirmation, from the Secretary of State or other applicable Governmental Authority of each such jurisdiction on the date hereof as to the due qualification and continued good standing of each such Person as a foreign corporation or entity in each such jurisdiction on or about such date, prepared by, or on behalf of, a filing service acceptable to Arranger; (v) true, correct and complete copies of the resolutions of duly adopted by the Board of Directors of each Loan Party authorizing each Loan Party to enter into the Company approving this Agreement Amendment and the Notesother Loan Documents and to execute, deliver and perform such Loan Party’s obligations thereunder together with a certification that such resolutions have not been amended, modified, or revoked and are in full force and effect as of the First Amendment Effective Date; and (vi) certification as to the incumbency and specimen signature of each officer or director executing any Loan Document or any other document delivered in connection herewith on behalf of such Person by a Responsible Officer of such Loan Party (or certifying as to no change since last delivered to the Agent and the Arranger on the Closing Date). (d) Since the Closing Date, no Material Adverse Effect shall have occurred and be continuing; (e) After giving effect to the amendments set forth herein, the representations and warranties of Borrower contained in the Loan Documents are true and accurate in all documents evidencing other necessary corporate action material respects as of the date hereof with the same force and governmental approvalseffect as if such had been made on and as of the date hereof; (f) After giving effect to the amendments set forth herein, if anyno Default or Event of Default shall have occurred and be continuing on the date hereof or shall occur as a result hereof; (g) Agent shall have received the executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to the Loan Parties, with respect to this Agreement such matters as may be reasonably requested by Xxxxxxxx, and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders.Arranger; (vh) An executed copy Borrower shall have paid, or caused to be paid, the outstanding fees and expenses of this Agreement from each party hereto.Xxxxxx & Xxxxxxx LLP, counsel for the Arranger; and (gi) The Agent shall have received evidence copies of each of: (ix) a draft Purchase and Sale Agreement (the termination of “Crescent PSA”) to be executed by Crescent Gladiator LLC (“Crescent”), as purchaser, and the commitments seller party thereto, in connection with the Chief Acquisition, which draft the parties hereto acknowledge and agree was delivered to make extensions of credit counsel to the Company Arranger on August 25, 2024 (the “Approved Draft PSA”); and (y) that certain Acquisition and Cooperation Agreement, dated August 23, 2024, between Mach Natural Resources LP (“Mach”) and Crescent (such agreement, together with the Borrowing Subsidiaries by Crescent PSA, the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit “Chief Acquisition Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement”).

Conditions Precedent to Effectiveness. This Agreement shall become effective on not be effective, and as the Third Restatement Effective Date shall not occur, until the prior or concurrent satisfaction of the first date (the “Effective Date”) on which each of the following conditions precedent have been satisfiedprecedent: (a) As Each of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that Third A&R ARKS S&O Agreement and the Third A&R BSR S&O Agreement has not been publicly disclosed.executed and is in full force and effect; (b) As of the Effective Date, there The Parties shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, have executed an amendment to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely Marketing and Sales Agreement in a form and in substance satisfactory to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.Xxxx; (c) As The Parties shall have agreed to the form and substance of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained Step-Out Inventory Sales Agreement (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect.which form is attached hereto as Schedule R); (d) As of the Effective Date, the Company The S&O Party Guarantee shall have paid all reasonable accrued fees been duly executed and expenses of the Agent, the Syndication Agents, the Lead Arrangers delivered to Xxxx in a form and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel in substance satisfactory to the Agent).Xxxx; (e) On the Effective Date, the following statements shall be true and the Agent The Parties shall have received for entered into the account of each Lender Pledge and Security Agreement in a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations form and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Defaultsubstance satisfactory to Xxxx. (f) The Agent Company Parties and Xxxx shall have received on or before duly executed the Effective Date Fee Letter; (g) The Parties have prepared and appended hereto a full amended and restated set of Schedules and Exhibits; (h) The Company shall have delivered to Xxxx a certificate signed by the followingprincipal executive officer of the Company certifying as to incumbency, each dated such dateboard approval and resolutions, other matters; (i) The Company shall have delivered to Xxxx an opinion of counsel, in form and substance satisfactory to Xxxx, covering such matters as Xxxx shall reasonably request, including: good standing; existence and due qualification; power and authority; due authorization and execution; enforceability of the Agent:Transaction Documents; and no conflicts including with respect to the Existing Financing Agreements; (j) Xxxx shall have received amendments and restatements of the MLP Acknowledgment Agreement, the Company Acknowledgment Agreement, the ARKS Acknowledgment Agreement and the BSR Acknowledgment Agreement, each duly executed by all parties thereto, reflecting such updated references and further amendments and modifications as Xxxx shall have reasonably requested; (k) Xxxx shall have confirmed to its satisfaction that, as of the Third Restatement Effective Date, each of the Existing Financing Agreements contains provisions that (i) recognize the respective rights and obligations of the Parties under this Agreement and the other Transaction Documents, (ii) confirm that this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby do not and will not conflict with or violate any terms and conditions of such Existing Financing Agreement and (iii) recognize that Xxxx is the owner of Crude Oil and Products to the extent contemplated hereby and by the other Transaction Documents, free and clear of any liens of any lender or other creditor that is party to such Existing Financing Agreement, other than Permitted Liens; (l) Xxxx shall have received final approvals from relevant internal committees; (m) To the extent requested deemed necessary or appropriate by a Lender at least three Business Days prior to the Effective DateXxxx, Revolving Credit Notes payable to the order of each Lender. acknowledgements and/or releases (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, including without limitation, copies amendments or termination of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the CompanyUCC financing statements), in form and substance reasonably satisfactory to Xxxx, shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the Agent release of any lien in favor of such lender or other creditor that might apply to or be deemed to apply to any Crude Oil and/or Products of which Xxxx is the owner as contemplated by this Agreement and the Lenders.other Transaction Documents and agreeing to provide Xxxx with such further documentation as it may reasonably request in order to confirm the foregoing; (vn) An executed copy The Company shall have delivered to Xxxx such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein, including UCC-1 financing statements reflecting Xxxx as owner of this Agreement from each party hereto.all Crude Oil in the Crude Storage Tanks and all Products in the Product Storage Tanks on and as of the Third Restatement Effective Date; (go) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority as of the Third Restatement Effective Date to set aside, restrain, enjoin or prevent the transactions and performance of the obligations contemplated by this Agreement; (p) The Agent Company shall have received evidence of (i) delivered to Xxxx insurance certificates evidencing the termination effectiveness of the commitments insurance policies set forth on Schedule F; (q) The Company and XXXX have provided to make extensions Xxxx confirmation, in form and substance satisfactory to Xxxx, that all other Transaction Documents remain in full force and effect; (r) All representations and warranties of credit to the Company and its Affiliates contained in the Borrowing Subsidiaries by the lenders party to each Transaction Documents shall be true and correct in all material respects on and as of the Existing Credit Agreements Third Restatement Effective Date; and (s) All representations and (ii) payment warranties of Xxxx contained in full of the Transaction Documents shall be true and correct in all amounts owing under each material respects on and as of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementThird Restatement Effective Date.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The effectiveness of this Amendment, the effectiveness of the first date Incremental Term Loan Commitments of each Incremental Term Lender and the obligation of each Incremental Term Lender to fund its portion of the Incremental Term Loan shall be subject to the satisfaction (or waiver by the “Effective Date”Administrative Agent, the Incremental Term Lenders and/or the Required Lenders, as applicable) on which of each of the following conditions precedent have (the date that each such condition has been satisfied:satisfied being herein called the “Amendment Effective Date”): (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating thatreceived: (i) The representations duly executed counterparts of this Amendment by the Borrower, the Consenting Lenders, the Incremental Term Lenders and warranties contained in Section 4.01 are correct on and as of the Effective Date, andAdministrative Agent; (ii) No event has occurred and is continuing that constitutes an original Term Note executed by the Borrower in favor of each Incremental Term Lender requesting a Default.Term Note; (fiii) The Agent shall have received on or before a complete and duly executed Loan Notice in accordance with the Effective Date requirements of Section 2.02 of the following, each dated such date, in form and substance satisfactory to the Agent:Credit Agreement; (iiv) To the extent requested all documentation and other information required by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement regulatory authorities under applicable “know your customer” and the Notes, anti-money laundering rules and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notesregulations, including, without limitation, copies the PATRIOT Act, that has been requested at least five (5) Business Days prior to the date hereof; (v) a ratification agreement of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the CompanyLoan Parties, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the other Loan Parties; (vi) a customary opinion of counsel to the Borrower; (vii) all fees and expenses required to be paid pursuant to the terms of the engagement letter, dated as of August 7, 2015, between the Borrower and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Engagement Letter”), shall have been paid; and (viii) such other documents, instruments and certificates as the Administrative Agent or the Incremental Term Lenders shall reasonably request and such other documents, instruments and certificates shall be reasonably satisfactory in form and substance to the Administrative Agent and the Incremental Term Lenders, as applicable. (vb) An executed copy of this Agreement from each party hereto. (g) The Agent No Default shall have received evidence of (i) exist immediately before or immediately after giving effect to the termination making of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementIncremental Term Loan.

Conditions Precedent to Effectiveness. This Term Loan Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of The Borrower shall have paid all fees required to be paid on or before the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedand all reasonable expenses of the Agent to the extent invoiced prior to the Effective Date. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the followingDate, each dated such datethe same day, the following, in form and substance reasonably satisfactory to the Agent: (i) To The Notes made by the Borrower to the order of the Lenders to the extent requested by a any Lender at least three Business Days prior pursuant to the Effective Date, Revolving Credit Notes payable to the order of each LenderSection 2.15. (ii) Certified copies of the resolutions of the Board of Directors (or equivalent body) of the Company Borrower approving this Term Loan Agreement and the NotesNotes to be delivered by it, and of its by-laws and certificate of incorporation, together with all amendments thereto, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Term Loan Agreement and the such Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A copy of a good standing certificate issued by the Secretary of State of the jurisdiction of the Borrower’s jurisdiction of incorporation. (iv) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Term Loan Agreement and the Notes and the other documents to be delivered by it hereunder. (ivv) Favorable opinions A favorable opinion of one or more Xxxxx X. Xxxxxxxxxx, Assistant General Counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Xxxxx Day, special counsel to for the CompanyBorrower, in form and substance reasonably satisfactory to the Agent and the LendersAgent. (v) An executed copy of this Agreement from each party hereto. (gc) The Agent shall have received evidence on or before the Effective Date from each party thereto a counterpart of this Term Loan Agreement signed on behalf of such party. (id) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the termination of the commitments to make extensions of credit PATRIOT Act, requested at least three Business Days prior to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementEffective Date.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which that the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrowers shall have paid all reasonable fees and expenses of the Administrative Agent, the L/C Issuer and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Administrative Agent). (eb) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower Agent, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, ; and (ii) No event has occurred and is continuing that constitutes a Default. (fc) The Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) To the extent Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a Lender at least three Business Days prior to the Effective DateLender, Revolving Credit Notes a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iiiii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Company each Borrower and each other Loan Party approving this Agreement Agreement, the Notes and the Noteseach Guaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement Agreement, the Notes and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Companyeach Guaranty. (iiiiv) A certificate of the Director, Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and the Notes Loan Documents to which it is a party and the other documents to be delivered hereunder. (ivv) Favorable opinions A Subsidiary Guaranty executed by each Subsidiary Guarantor, and the Parent Guaranty duly executed by the Parent. (vi) An opinion of one or more Xxxxxx & Bird LLP, counsel for the Borrowers and certain other Loan Parties, in substantially the form of Exhibit E attached hereto. (vii) An opinion of Linklaters, English counsel for IHCL and Invesco Finance UK, in substantially the form of Exhibit F attached hereto and to such other matters as any Lender through the CompanyAdministrative Agent may reasonably request. (viii) An opinion of Xxxxxxx, Bermuda counsel for the Parent, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent, IHCL, and Invesco Finance UK. (x) A certificate signed by the chief financial officer of IHCL certifying the current Debt Ratings. (d) The Administrative Agent shall have received (i) the Consolidated financial statements of the Parent and its Subsidiaries for the fiscal year ended December 31, 2010 and the fiscal quarter ended March 31, 2011 and (ii) the financial projections of the Parent and its Subsidiaries on a Consolidated basis for the fiscal years ended 2011, 2012, 2013, 2014 and 2015, in each case, in form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as the date on which each of the first date following conditions shall have been satisfied (the date on which such conditions have been satisfied, the “Second Amendment Effective Date”) on which the following conditions precedent have been satisfied:): (a) As of the Effective Date, there The Administrative Agent shall have occurred no Material Adverse Change since December 25received counterparts of this Amendment duly executed by Holdings, 2010 that has not been publicly disclosed.the Borrower and the Required Lenders; (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for (i) copies of resolutions of the account board of directors or similar governing body of each Lender a certificate signed by a duly authorized officer of Holdings and the Borrower approving and authorizing the execution, delivery and performance of this Amendment and the Credit Documents as amended thereby, certified as of the CompanySecond Amendment Effective Date by its secretary or assistant secretary as being in full force and effect as of such date without modification or amendment and (ii) the written legal opinions of Xxxxxx Xxxxxxxx LLP and Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, addressed to the Administrative Agent, the Collateral Agent and the Lenders and dated as of the Second Amendment Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent which opinions shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Administrative Agent and the LendersCollateral Agent; (c) Each of X.X. Xxxxxx Securities Inc. and Xxxxx Fargo Securities, LLC (the “Amendment Arrangers”) shall have received all fees, expenses and other amounts that have become due and payable to it, in its capacity as arranger of the Amendment, on or prior to the Second Amendment Effective Date pursuant to the engagement letter dated as of September 22, 2009. (vd) An executed copy The Administrative Agent shall have received, for the account of each Consenting Lender, an amendment consent fee equal to 0.50% of the sum of each such Consenting Lender’s Revolving Commitment and outstanding Term Loans (with the amount of such Revolving Commitment and outstanding Term Loans being determined on a pro forma basis giving effect to (i) the reduction of the Total Revolving Commitments described in Section 2 of this Agreement from each party hereto.Amendment and (ii) the 2009 Optional Prepayment); (ge) In addition to the amendment consent fee set forth in the preceding clause (c), the Administrative Agent shall have received, for the account of each Consenting Lender that has a Class B Term Loan Commitment, an amortization deferral fee equal to 1.00% of such Consenting Lender’s Class B Term Loan Commitment; and (f) The Administrative Agent shall have received evidence of (iall fees and expenses payable by the Borrower pursuant to Section 10.03(a) the termination of the commitments to make extensions Credit Agreement (including reasonable fees, charges and disbursements of credit counsel to the Company and Administrative Agent) for which invoices have been submitted prior to the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementSecond Amendment Effective Date.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedwhich: (a) As The Agent (or its counsel) shall have received either (i) a counterpart of this Agreement and of the Effective DateLLC Guarantee signed on behalf of each party thereto, there shall or (ii) written evidence satisfactory to the Agent (which may include telecopy transmissions of signed signature pages) that this Agreement and of the LLC Guarantee have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedsigned on behalf of each party thereto. (b) As The Agent shall have received a favorable written opinion of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending orBorrower, to the knowledge of the Companyeffect and covering those matters set forth in Exhibit C-1 hereto, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or and (ii) could reasonably be likely to affect the legalityXxxx X. Xxxxx, validity or enforceability of this Agreement or any Note or the consummation Assistant General Counsel of the transactions contemplated herebyBorrower or Xxxxx X. Xxxxx, General Counsel of the Borrower, to the effect and covering those matters set forth in Exhibit C-2 hereto. The Borrower hereby instructs such counsel to deliver such opinions to the Agent. (c) As of All legal matters incidental to this Agreement and the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, Borrowings hereunder shall have been obtained (without the imposition of any conditions that are not acceptable be reasonably satisfactory to the Lenders) Lenders and shall remain in effectto Cravath, Swaine & Xxxxx LLP, counsel for the Agent. (d) As The Agent shall have received such documents and certificates as the Agent or its counsel shall reasonably have requested relating to the organization, existence and good standing of the Effective DateBorrower and Janus Capital Management LLC, the Company shall have paid all reasonable accrued fees and expenses authorization of the Agent, the Syndication Agents, the Lead Arrangers Transactions and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel any other legal matters relating to the Agent)Borrower, Janus Capital Management LLC, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Agent and its counsel. (e) On the Effective Date, the following statements shall be true and the The Agent shall have received for a certificate, dated the account of each Lender a certificate date hereof and signed by a duly authorized officer Financial Officer of the CompanyBorrower, dated confirming compliance with the Effective Date, stating that: conditions precedent set forth in paragraphs (ib) The representations and warranties contained in (c) of Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default4.01. (f) The Agent shall have received all Fees and other amounts due and payable on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party heretodate hereof. (g) The Agent shall have received evidence of (i) the termination of the commitments reasonably satisfactory to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of it that all amounts outstanding or accrued under the Existing Credit Agreements and (ii) payment in full of Agreement, including all amounts owing fees accrued under each of the Existing Credit Agreements. Each Agreement through the day immediately preceding the Restatement Effective Date, shall have been paid in full, regardless of whether any such amounts are at the Lenders that is a party to any of time due and payable under the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall will become effective on and the date on which each of the following conditions is satisfied: a. The Agent shall have received from each of the Borrower, each Guarantor (as of the first date (the “2019 Term Loan Increase Effective Date”) ), and the 2019 Incremental Lender a counterpart of this Agreement signed on which the following conditions precedent have been satisfied:behalf of such party; (a) As of the Effective Date, there b. The Agent shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that received a legal opinion from (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, counsel to the date hereof or Borrower and certain of the Guarantors, and (ii) could reasonably be likely local counsel with respect to affect the legality, validity or enforceability of this Agreement or any Note or the consummation each of the transactions contemplated hereby. (c) As of the Effective DateGuarantors as to which Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP is unable to opine, all governmental in each case in a form and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable substance reasonably satisfactory to the Lenders) and shall remain in effect.Agent; (d) As of the Effective Date, the Company c. The Loan Parties shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and or the Agent shall have received for evidence reasonably acceptable to it that the account of each Lender a certificate signed by a duly authorized officer of Borrower has paid (pursuant to netting or other reduction arrangements reasonably satisfactory to the CompanyAgent)), dated the Effective Datein Dollars, stating that: in immediately available funds, (i) The representations and warranties contained to the Joint Lead Arrangers, the fees in Section 4.01 are correct the amounts previously agreed in writing to be received on and as of the 2019 Term Loan Increase Effective Date, and ; and (ii) No event has occurred to the Joint Lead Arrangers and is continuing that constitutes a Default.the Agent all reasonable fees costs and expenses (including, without limitation the reasonable fees, costs and disbursements of (x) Shearman & Sterling LLP, counsel for the 2019 Incremental Lender and the Agent, and (y) Xxxxxxx Xxxxx LLP, Canadian counsel for the 2019 Incremental Lender and the Agent) of the Joint Lead Arrangers and the Agent for which invoices have been presented at least one (1) Business Day prior to the 2019 Term Loan Increase Effective Date; (f) d. The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory at least one Business Day prior to the Agent: (i) To 2019 Term Loan Increase Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the extent PATRIOT Act and the Beneficial Ownership Regulation, that has been requested by a Lender at least three Business Days prior to the 2019 Term Loan Increase Effective Date; e. The Agent (or its counsel) shall have received a certificate of the Borrower, dated as of the 2019 Term Loan Increase Effective Date, Revolving Credit Notes payable substantially in the form of the certificate previously delivered to the order of each Lender.Agent on the Closing Date, pursuant to Sections 3.1(d), (e), (f) and (g) to the Credit Agreement, and with the applicable attachments thereto as described in such Sections; (ii) Certified copies f. The representations and warranties set forth in Section 4 of the resolutions Credit Agreement and in each other Loan Document shall be true, correct and complete in all material respects on and as of the Board 2019 Term Loan Increase Effective Date and with the same effect as though made on and as of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, such date (including with respect to this Agreement being a “Loan Document”, and the NotesCredit Agreement as amended hereby); provided, includingthat to the extent such representations and warranties expressly relate to an earlier date, without limitationsuch representations and warranties shall be true, copies correct and complete in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true, correct and complete in all respects on and as of the articles of incorporation 2019 Term Loan Increase Effective Date or on such earlier date, as the case may be; g. The certifications set forth in Section 8 above are true and bylaws of the Company.correct; and h. The Agent (iiior its counsel) A shall have received a certificate of the Secretary or an Assistant Secretary Borrower, dated as of the Company 2019 Term Loan Increase Effective Date, certifying that at the names time of such borrowing of 2019 Incremental Term Loans and true signatures of after giving effect thereto, the officers of Borrower shall be in compliance with the Company authorized to sign this Agreement Available Increase Amount, which certificate shall be in reasonable detail and shall provide the Notes calculations and the other documents to be delivered hereunderbasis therefor. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As The Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Effective Date, there Borrower and its Subsidiaries as they shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedrequested. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrower shall have paid all reasonable accrued and agreed fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (Lenders, including but not limited to all fees then due and payable pursuant to the Fee Letter, and the reasonable accrued and invoiced fees and expenses of one law firm acting as counsel to the Agent)Agent that have been invoiced at least one Business Day prior to the Effective Date. (ec) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, both before and after giving effect to the Initial Borrowing and the application of the proceeds thereof, as though made on and as of such date (excluding that the Initial Borrowing is not listed on Schedule 4.01(k) hereto); and (ii) No event has occurred and is continuing continuing, or would result from the Initial Borrowing or the application of the proceeds thereof, that constitutes a Default. (fd) The Agent shall have received the Notice of Initial Borrowing pursuant to Section 2.02. (e) The Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAgent and the Lenders: (i) To Receipt by the extent requested Agent of executed counterparts of this Agreement properly executed by a Lender at least three Business Days prior to duly authorized officer of the Effective Date, Revolving Credit Notes payable to the order of Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.14(a). (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iiivi) A certificate of the Secretary secretary, assistant secretary or an Assistant Secretary associate secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (ivvii) Favorable opinions A certificate as of one or more a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in such state. (viii) A favorable opinion of counsel to for the CompanyBorrower, in form and substance reasonably satisfactory acceptable to the Agent and the Lenders. (vix) An executed copy A written opinion of this Agreement from each party heretoSidley Austin LLP, counsel for the Agent, in form and substance reasonably acceptable to the Lenders. (gx) The Agent shall have received evidence A written certificate of an Authorized Officer certifying (i) all required regulatory authorizations including the termination 2018 Order and/or any Subsequent Order in respect of the commitments to make extensions of credit Initial Borrowing have been obtained, are in full force and effect and, before and after giving effect to the Company Initial Borrowing on the Effective Date and to the Borrowing Subsidiaries by the lenders party to each application of the Existing Credit Agreements proceeds therefrom, the Borrower is in compliance with the provisions of the applicable order; and (ii) payment in full of all amounts owing under each before and after giving effect to the Initial Borrowing on the Effective Date and to the application of the Existing Credit Agreements. Each proceeds therefrom, as though made on and as of such date, the Indebtedness of the Lenders Borrower does not exceed that is a party to any permitted by (a) applicable resolutions of the Existing Credit Agreements hereby waives the requirement Board of prior notice of termination Directors of the commitments under each Existing Credit AgreementBorrower, (b) applicable Laws of any Governmental Authority, or (c) the 2018 Order or any Subsequent Order, whichever is in force and effect at such time.

Conditions Precedent to Effectiveness. This Agreement An Eligible Property that has been approved pursuant to Section 5.1(b)(ii) shall become effective on and be included in the calculation of Borrowing Base Availability as a Borrowing Base Property upon the satisfaction of each of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Administrative Agent: (iA) To if the extent requested Eligible Property is not owned by an existing Subsidiary Guarantor, a Lender at least three Business Days prior joinder or accession agreement to the Effective DateGuaranty, Revolving Credit Notes payable pursuant to which the order Person that owns such Eligible Property (and each other direct or indirect owner of each Lender.such new Subsidiary Guarantor that is a Subsidiary of the Borrower) becomes a Subsidiary Guarantor; (iiB) Certified copies of the resolutions of the Board of Directors of the Company approving this a Pledge and Security Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Companyjoinder thereto, in form and substance reasonably satisfactory to the Administrative Agent, reflecting the pledge of Equity Interests by the Borrower in each such new Subsidiary Guarantor as additional Collateral, together with, to the extent requested by the Administrative Agent, certificates and instruments representing the Equity Interests of each such new Subsidiary Guarantor, pledged as Collateral pursuant to the applicable Pledge and Security Agreement, accompanied by undated stock powers or instruments of transfer executed in blank; (C) [Reserved]; (D) an Environmental Indemnity in form and substance reasonably satisfactory to the Administrative Agent; (E) [Reserved]; (F) the transfer of the “landlord’s” or “lessor’s” interest in all Leases with respect to such Eligible Property shall have been consummated in accordance with the terms of each thereof and all such Leases shall name the applicable Subsidiary Guarantor as “landlord” or “lessor” thereunder, whether by amendment, assignment or otherwise, subject only to the consent or approval of the Federal Agency tenant under such Leases (which consent or approval the Loan Parties shall use commercially reasonable and diligent efforts to obtain promptly after the date such Real Estate Asset becomes an Eligible Property and in any event within six (6) months after such date (or such longer period approved by the Administrative Agent)); (G) the Property Management Agreement with respect to such Eligible Property and an Assignment and Subordination of Management Agreement in respect of the same (or other property management arrangement satisfactory to the Administrative Agent); (H) UCC financing statements required by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (I) (x) a copy of the owner’s title insurance policy showing no exceptions to title unacceptable to Administrative Agent other than Eligible Property Permitted Liens (and including copies of all exception documents) and to the extent reasonably required by the Administrative Agent, any bringdowns or endorsements to the existing title insurance policies in favor of the Administrative Agent necessary to preserve the effectiveness of the Real Property Collateral and related title insurance; (J) a current Statement of Lease with respect to such Real Estate Asset; (K) with respect to any Eligible Property already owned by a new Subsidiary Guarantor, a copy of the Novation Agreements with each applicable Federal Agency or to the extent such Eligible Property is being acquired, any pre-novation assurance letters obtained by the applicable Subsidiary Guarantor, it being agreed that such Subsidiary Guarantor will request such assurance letters from each Federal Agency tenant (to be followed by the applicable Novation Letters following such Real Estate Asset becoming an Eligible Property hereunder within a time period satisfactory to the Administrative Agent); (L) a perfection certificate and/or supplements to any existing perfection certificates with respect to each such Eligible Property; (M) an opinion of counsel to the new Subsidiary Guarantor (including local counsel, as required by the Administrative Agent based on its jurisdiction of organization), addressed to the Administrative Agent and the Lenders.Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (vN) An executed copy the deliverables described in Sections 6.1(a)(x) through (xiii) with respect to the new Subsidiary Guarantor unless any such item is waived by the Administrative Agent; (O) a Borrowing Base Certificate calculated as of the end of the then most recently ended Reference Period for which a Borrowing Base Certificate has been delivered pursuant to Section 9.4 (giving pro forma effect to the addition of such Eligible Property as a Borrowing Base Property and any other Borrowing Base Properties added since the end of such Reference Period); (P) a certificate signed by a Responsible Officer of the Borrower, certifying the following as of the effective date of such Borrowing Base Property Request approval, both immediately before and immediately after giving effect thereto: (1) that no Default or Event of Default exists, (2) that the representations and warranties made or deemed made by each Loan Party in the Loan Documents to which it is a party are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of such date with the same force and effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in such respects on and as of such earlier date), (3) that such Eligible Property satisfies the requirements of an “Eligible Property” set forth in the definition thereof and (4) that all of the financial covenants set forth in this Agreement have been satisfied (setting forth calculations demonstrating such compliance); (Q) Lien search results (consistent with Section 6.01(a)(xv)), to the extent requested by the Administrative Agent; (R) any fees payable to the Administrative Agent in connection with such Borrowing Base Property Request (including the reasonable fees, charges and disbursements of outside counsel to the Administrative Agent); (S) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including USA PATRIOT Act, including any SS4 to the extent requested by the Administrative Agent, a properly completed and signed IRS Form W-8 or W-9, as applicable, and the Certification of Beneficial Ownership for each such new Subsidiary Guarantor (together with an updated organizational structure chart); (T) [reserved]; (U) evidence that the Subsidiary Guarantor that is the owner of such Eligible Property has opened its operating account with the Administrative Agent or a Lender; (V) certificates of insurance and endorsements and other evidence reasonably satisfactory to the Administrative Agent of compliance with the insurance requirements of this Agreement from each party hereto.Agreement; (gW) The unless not required by the Administrative Agent, a Negative Pledge Agreement in a form acceptable to the Administrative Agent (and in recordable form) providing that, among other things, the applicable Subsidiary Guarantor that owns such Eligible Property shall have received evidence of not grant any mortgages, Liens or encumbrances to any Person other than the Administrative Agent so long as such Eligible Property is a Borrowing Base Property; and (iX) such other documents, agreements and instruments related to the termination approval or denial of the commitments to make extensions of credit to Borrowing Base Property Request as the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each Administrative Agent on behalf of the Lenders that is a party to any may reasonably request. In connection with the addition of the Existing Credit Agreements hereby waives Eligible Property as a Borrowing Base Property and the requirement of prior notice of termination execution and delivery of the commitments under each Existing Credit AgreementCollateral Documents, the Borrower shall be responsible for any reasonable, actual out-of-pocket fees, costs or expenses incurred by Administrative Agent (including the reasonable fees, charges and disbursements of outside counsel to the Administrative Agent); if applicable, any intangibles or transfer taxes; if applicable, any title insurance premiums; any recording charges or other amounts payable in connection with the recording of the Collateral Documents.

Conditions Precedent to Effectiveness. This Amendment and the obligations of the Additional Refinancing Lender to provide the Amendment No. 3 Refinancing Term Loan Commitments is subject to the satisfaction or waiver in accordance with Section 12.12 of the Credit Agreement of the following conditions precedent (upon satisfaction or waiver of such conditions, such date being referred to herein as the “Third Amendment Effective Date”): 4.1 The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Administrative Agent (or any of its affiliates) and the Borrower to be due and payable on or prior to the Third Amendment Effective Date in the amounts and at the times so specified, including reimbursement or payment of all reasonable and documented or invoiced out-of-pocket expenses (which, in the case of legal fees, shall be limited to the reasonable and documented or invoiced fees, disbursements and other charges of one primary outside counsel and of any relevant local counsel to the Administrative Agent and Lenders, taken as a whole) required to be reimbursed or paid by any Loan Party under any letter agreement previously entered into among UBS Securities LLC and the Borrower, in each case, for which reasonably detailed invoices have been presented to Borrower at least two (2) Business Days prior to the Third Amendment Effective Date. 4.2 The representations and warranties set forth in Section 5 of this Amendment and Article V of the Credit Agreement shall become effective be true and correct in all material respects on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Third Amendment Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, except to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The extent such representations and warranties contained expressly relate to an earlier date, in Section 4.01 are which case they were true and correct in all material respects on and as of the Effective Datesuch earlier date, and (ii) No event has occurred and except that such materiality qualifier shall not be applicable to any representation and warranty that is continuing that constitutes a Defaultalready qualified by materiality. (f) 4.3 The Administrative Agent and the Additional Refinancing Lender shall have received on or before the Effective Date the followingreceived, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days (or such shorter period as otherwise agreed) prior to the Third Amendment Effective Date, Revolving Credit Notes payable all documentation and other information about the Borrower and the Subsidiary Guarantors as has been reasonably requested in writing at least ten (10) days prior to the order of each Lender. (ii) Certified copies of Third Amendment Effective Date by the resolutions of the Board of Directors of the Company approving this Agreement Administrative Agent and the Notes, Additional Refinancing Lender that they reasonably determine is required by Governmental Authorities under applicable “know your customer” and of all documents evidencing other necessary corporate action anti-money-laundering rules and governmental approvals, if any, with respect to this Agreement and the Notesregulations, including, without limitation, copies of the articles of incorporation Patriot Act and bylaws of if the CompanyBorrower qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230, a beneficial ownership certification in relation to the Borrower. (iii) A certificate 4.4 The Administrative Agent shall have received, a legal opinion of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more Xxxxxxxx & Xxxxx LLP, special counsel to the CompanyBorrower, with respect to the Borrower addressed to the Administrative Agent, the Collateral Agent and the Lenders, dated as of the Third Amendment Effective Date and shall be in form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent. (v) An executed copy of this Agreement from each party hereto. (g) 4.5 The Administrative Agent shall have received evidence a counterpart signature page of this Amendment, executed and delivered by the Borrower, Holdings, each Subsidiary Guarantor, the Administrative Agent and the Additional Refinancing Lender. The Administrative Agent shall have received from Consenting Term Loan Lenders and each Additional Refinancing Lenders (which, together with the Consenting Term Loan Lenders shall constitute 100% of all Lenders outstanding prior to this Amendment). 4.6 The Administrative Agent shall have received a certificate of each Loan Party, dated the Third Amendment Effective Date signed by the secretary or any assistant secretary of such Loan Party and attested to by an Authorized Officer of such Loan Party, with the following insertions and attachments: (i) certified organizational authorizations, incumbency certifications, the termination certificate of incorporation or other similar Organizational Document of each Loan Party certified by the relevant authority of the commitments to make extensions jurisdiction of credit to organization of such Loan Party and bylaws or other similar Organizational Document of each Loan Party certified as being in full force and effect on the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements Third Amendment Effective Date and (ii) payment in full a good standing certificate for each Loan Party from its jurisdiction of all amounts owing under organization as of a recent date. 4.7 At the time of, and immediately after giving effect to, this Amendment, no Default or Event of Default shall have occurred and be continuing or resulted therefrom. 4.8 The Administrative Agent shall have received a certificate, dated the Third Amendment Effective Date and signed on behalf of each of Borrower and Holdings, as applicable, certifying on behalf of the Existing Borrower and Holdings that the conditions precedent set forth in Sections 4.2 and 4.7 have been satisfied or waived on such date. 4.9 The Administrative Agent shall have received a Notice of Borrowing with respect to the Amendment No. 3 Refinancing Term Loans in the form of Exhibit F to the Credit Agreements. Each Agreement. 4.10 The Borrower shall have paid to the Administrative Agent, for the ratable account of the Lenders that is a party holding Term Loans outstanding prior to any of the Existing Credit Agreements hereby waives Third Amendment Effective Date, all accrued and unpaid interest on such Term Loans to, but not including, the requirement of prior notice of termination of the commitments under each Existing Credit AgreementThird Amendment Effective Date.

Conditions Precedent to Effectiveness. This Agreement Limited Waiver and First Supplemental Indenture shall become be effective on and as upon the satisfaction of each of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedconditions: (a) As The Trustee shall have received this Limited Waiver and First Supplemental Indenture, duly executed by each of the Effective DateIssuer, there shall have occurred no Material Adverse Change since December 25the Company, 2010 that has not been publicly disclosedthe Guarantor, the Pledgor and the Trustee. (b) As The representations and warranties of the Effective DateCompany Parties contained herein shall be true and correct in all material respects (without duplication of any materiality qualifier), and there shall exist no actionDefault or Event of Default, suit, investigation, litigation or proceeding affecting in each case after giving effect to this Limited Waiver and First Supplemental Indenture (and the Company or any Trustee shall have received a certificate of its Subsidiaries pending or, to the knowledge an Authorized Representative of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior the Guarantor and the Pledgor certifying as to the date hereof or matters set forth in this clause (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebyb)). (c) As The representations and warranties of the Effective Date, Issuer contained herein shall be true and correct in all governmental material respects (and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, Trustee shall have been obtained (without received a certificate of the imposition of any conditions that are not acceptable Issuer certifying as to the Lenders) and shall remain matters set forth in effectthis clause (c)). (d) As of the Effective Date, the Company The Trustee shall have paid all reasonable accrued fees received an Officer’s Certificate and expenses opinion of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel Independent Counsel covering such matters as required pursuant to the Agent)Indenture and such other matters as are reasonably requested by the Trustee or the Majority Holders. (e) On the Effective Date, the following statements shall be true and the Agent The Trustee shall have received for the account a customary legal opinion of each Lender a certificate signed by a duly authorized officer of the CompanyXxxxx Lord LLP, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the CompanyCompany Parties, in form and substance reasonably satisfactory to the Agent Trustee and the LendersMajority Holders. (vf) An executed copy The Company shall have reimbursed the Trustee for all reasonable and documented out-of-pocket costs and expenses, including the reasonable fees and disbursements of (i) Xxxxxx & Xxxxxx Xxxx Xxxxxxx LLP and (ii) Xxxxxxx Xxxxx LLP, in each case in connection with the enforcement of rights and remedies under the Indenture, Loan Agreement, the Guaranty and the other Financing Documents and Bond Documents and the negotiation, preparation and execution of this Agreement from each party heretoLimited Waiver and First Supplemental Indenture. (g) The Agent Company shall have received evidence of (i) made the termination of the commitments to make extensions of credit to the Company Equity Account Deposit and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements Capitalized Interest Deposit, and (ii) payment in full posted the Financial Postings to XXXX. (h) The Trustee shall have established the Trustee Account. (i) The Trustee shall have received a certificate of all amounts owing under the secretary or assistant secretary of each of the Existing Credit Agreements. Each Company, the Guarantor and the Pledgor, certifying (A) that attached thereto is a true and complete copy of each organizational document of such applicable party certified (to the extent applicable) as of a recent date by the Secretary of State of the Lenders state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such applicable party authorizing the execution, delivery and performance of this Limited Waiver and First Supplemental Indenture, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing this Limited Waiver and First Supplemental Indenture or any other document delivered in connection herewith on behalf of such applicable party (together with a certificate of another officer as to the incumbency and specimen signature of the Existing Credit Agreements hereby waives secretary or assistant secretary executing the requirement of prior notice of termination certificate required by this clause (i)). (j) The Trustee shall have received a certificate of the commitments under Issuer covering such matters as are reasonably requested by the Trustee or the Majority Holders. (k) The Trustee shall have received a certificate as to the good standing (to the extent such concept is legally recognized in the applicable jurisdiction) of each Existing Credit Agreementof the Company, the Guarantor and the Pledgor (in so-called “long-form” if available) as of a recent date, from the Secretary of State of the state of its organization.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as of the first date (the “Second Amendment Effective Date”) on which when each of the following conditions precedent shall have been satisfied: (a) As of the Effective DateBorrowers, there the Guarantors, the Administrative Agent and the Lenders constituting the Required Lenders shall have occurred no Material Adverse Change since December 25signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, 2010 that has not been publicly disclosed.facsimile or other electronic transmission) the same to the Administrative Agent; (b) As the Borrowers shall have paid to the Administrative Agent (or one of its Affiliates, as applicable) (a) a non-refundable cash amendment fee in dollars for distribution to each Lender which executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by 12:00 noon (Pacific time) on February 2, 2011, in an amount equal to 20.0 basis points of the Commitments of such Lender outstanding on the Second Amendment Effective Date (after giving effect to this Amendment) and (b) all other fees required to be paid on or before the Second Amendment Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.; (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company Borrowers shall have paid all reasonable accrued fees fees, expenses and expenses disbursements of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On Administrative Agent to the extent invoiced prior to or on the Second Amendment Effective Date, plus such additional amounts of reasonable fees, expenses and disbursements of counsel to the following statements Administrative Agent as shall constitute its reasonable estimate of reasonable fees, expenses and disbursements of counsel to the Administrative Agent incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent); (d) after giving effect to this Amendment, the representations and warranties of the Loan Parties contained in Section 4 of this Amendment, Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if the Agent applicable representation and warranty is already subject to a materiality standard, shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (ibe true and correct in all respects) The representations and warranties contained in Section 4.01 are correct on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects (or, if the applicable representation and warranty is already subject to a materiality standard, shall be true and correct in all respects) as of such date; and (iie) No event has occurred no Default or Event of Default shall exist and is be continuing that constitutes a Default. (f) The Agent shall have received on or before as of the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Second Amendment Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective on and as the obligations of the first date (Lender to make the “Effective Date”) on which Loans and of the Lender to issue any Letter of Credit shall be subject to the prior satisfaction of each of the following conditions precedent have been satisfiedconditions: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent Lender shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the AgentLender and its counsel: (i) To This Agreement and the extent requested Notes duly executed and delivered by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender.Borrower; (ii) Certified copies of The Note Pledge Agreement duly executed and delivered by the resolutions of Borrower together with the Board of Directors of original promissory notes being pledged by the Company approving this Agreement and Borrower to the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect Lender pursuant to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company.said Note Pledge Agreement; (iii) Financing statements and such other documents as the Lender may deem reasonably necessary or proper to perfect the Security Interests in the Collateral; (iv) The Guaranty duly executed and delivered by each of the Guarantors; (v) The Guarantor Security Agreement duly executed and delivered by each of the Secured Guarantors, together with financing statements and other documents as the Lender may deem reasonably necessary or proper to perfect the security interests granted thereby in the collateral covered thereby; (vi) The Landlord Waiver Agreement with respect to the Norwalk Property duly executed and delivered by the landlord of such Property the receipt of which the Lender hereby acknowledges. (vii) Copies of all corporate action taken by the Borrower and each Guarantor, including resolutions of their Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which each is a party and each other document to be delivered pursuant to this Agreement, certified as of the date of this Agreement by the Secretary of the Borrower or such Guarantor, as the case may be; (viii) A certificate certificate, dated as of the date of this Agreement, of the Secretary or an Assistant of the Borrower and of the Secretary of the Company each Guarantor certifying the names and true signatures of the officers of the Company Borrower or such Guarantor authorized to sign this Agreement and the Notes Loan Documents to which the Borrower or such Guarantor is a party and the other documents to be delivered hereunderby the Borrower or such Guarantor under this Agreement; (ix) A favorable opinion of independent counsel for the Borrower and the Guarantors, satisfactory to Lender, dated the date of this Agreement; (x) A letter duly executed by an actuary or the Borrower's pension administrator stating the annual valuation of each Plan, the status of the Borrower's and each ERISA Affiliate's compliance with ERISA, and the status of the Borrower's and each ERISA Affiliate's funding of each Plan. (ivxi) Favorable opinions Certificates of one or more counsel to insurance evidencing compliance with the Companyinsurance requirements of this Agreement; (xii) The certificate of incorporation and bylaws certified by the Secretary of the Borrower and each Guarantor; (xiii) A Certificate of Good Standing issued by the Secretary of the State of its jurisdiction of organization evidencing that the Borrower and each Guarantor is a domestic corporation in good standing in such jurisdiction; (xiv) The following due diligence documents: (a) receipt and satisfactory review of the Subordinated Notes, in form and substance reasonably satisfactory to the Agent Subordinated Senior Convertible Notes and the Lenders. Subordinated Debentures, (vb) An executed copy receipt and satisfactory review of this Agreement from a Certificate of Compliance and a Current Borrowing Base Certificate; (c) receipt and satisfactory review of Borrower's updated five (5) year financial performance projections; (d) receipt and satisfactory review of Borrower's and each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.Secured Guarantor's most recent month-end accounts receivable aging

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “"Effective Date”") on which the following conditions precedent have been satisfied: (a) As of Except for the Effective DateDisclosed Matters, there shall have occurred no Material Adverse Change shall have occurred and be continuing since December 2531, 2010 that has not been publicly disclosed2006. (b) As of the Effective Date, there There shall exist no action, suit, investigation, litigation or proceeding affecting the Company Borrower or any of its Subsidiaries pending or, to the knowledge of the Company, or threatened before any court, governmental agency or arbitrator that (i) except for the Disclosed Matters, could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of The Borrower shall have notified each Lender and the Agent in writing as to the proposed Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrower shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers Agent and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the AgentAgent (but not other Lenders)) required to be paid by it. (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) To The Notes to the order of the Lenders to the extent requested by a any Lender at least three Business Days prior pursuant to the Effective Date, Revolving Credit Notes payable to the order of each LenderSection 2.15. (ii) Certified copies of the resolutions of the Board board of Directors directors or other governing body of the Company Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to for the CompanyBorrower, and (B) Xxxxxx X. Xxx, Associate General Counsel, Corporate, Finance and Ventures of the Borrower, substantially in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance reasonably satisfactory to the Agent and the LendersAgent. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As The Lenders shall have been given such access to the management, records, books of account, contracts and properties of the Effective Date, there Borrower and its Subsidiaries as they shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedrequested. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrower shall have paid all reasonable accrued and agreed fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (Lenders, including but not limited to all fees then due and payable pursuant to the Fee Letter, and the reasonable accrued and invoiced fees and expenses of one law firm acting as counsel to the Agent)Agent that have been invoiced at least one Business Day prior to the Effective Date. (ec) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are true and correct on and as of the Effective Date, both before and after giving effect to the Initial Borrowing and the application of the proceeds thereof, as though made on and as of such date (excluding that the Initial Borrowing is not listed on Schedule 4.01(k) hereto); and (ii) No event has occurred and is continuing continuing, or would result from the Initial Borrowing or the application of the proceeds thereof, that constitutes a Default. (fd) The Agent shall have received the Notice of Initial Borrowing pursuant to Section 2.02. (e) The Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAgent and the Lenders: (i) To Receipt by the extent requested Agent of executed counterparts of this Agreement properly executed by a Lender at least three Business Days prior to duly authorized officer of the Effective Date, Revolving Credit Notes payable to the order of Borrower and by each Lender. (ii) The Notes, payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.14(a). (iii) The articles of incorporation of the Borrower certified to be true and complete as of a recent date by the appropriate governmental authority of the state or other jurisdiction of its incorporation and certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (iv) The bylaws of the Borrower certified by a secretary, assistant secretary or associate secretary of the Borrower to be true and correct as of the Effective Date. (v) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iiivi) A certificate of the Secretary secretary, assistant secretary or an Assistant Secretary associate secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (ivvii) Favorable opinions A certificate as of one a recent date from the Borrower’s state of incorporation evidencing that the Borrower is in good standing in its state of organization or more formation. (viii) A favorable opinion of counsel to for the CompanyBorrower, in form and substance reasonably satisfactory acceptable to the Lenders. (ix) A written opinion of Sidley Austin LLP, special New York counsel for the Agent, addressed to the Agent and the Lenders. (v) An executed copy , with respect to the enforceability of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) and the termination of Notes, if any, issued on the commitments to make extensions of credit Effective Date, in form and substance reasonably acceptable to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementAgent.

Conditions Precedent to Effectiveness. This Agreement Agreement, the Amendments and each Incremental Term Lender’s obligation to provide its respective Incremental Term Loan shall become effective on and as solely upon the satisfaction of the first following conditions precedent (upon satisfaction of such conditions, such date (being referred to in this Agreement as the “Effective Date”) on which the following conditions precedent have been satisfied:): (a) As The Administrative Agent shall have received a counterpart signature page of this Agreement duly executed by each of the Effective DateLoan Parties, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedthe Incremental Term Lenders and the other Lenders party hereto constituting the Required Lenders. (b) As The Administrative Agent, the Arrangers, the Incremental Term Lenders and the other Lenders party hereto shall have been reimbursed or paid all costs, expenses, fees and other amounts previously agreed in writing by any of them with the Borrower to be earned, due and payable on or prior to the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending orincluding, to the knowledge extent invoiced, reimbursement or payment of the Companyall reasonable out-of-pocket expenses (including reasonable costs, threatened before expenses, fees, charges and disbursements of counsel) required to be reimbursed or paid by any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebyLoan Party. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, The Administrative Agent shall have been obtained (without received, on behalf of itself, the imposition Collateral Agent, the Arrangers, the Incremental Term Lenders and the other Lenders party hereto, a written opinion of any conditions that are not Xxxx Xxxxx & Xxxx PLC, counsel for the Borrower, or such other or additional counsel for the Borrower reasonably acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Administrative Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (eA) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and(B) addressed to the Administrative Agent, the Collateral Agent, the Arrangers, the Incremental Term Lenders and the other Lenders party hereto, and (C) covering such matters relating to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received (i) a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or in the alternative, a certification by such Loan Party as to no changes to the by-laws since the date of the last secretary’s certificate delivered to the Administrative Agent), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such Loan Party authorizing the execution, delivery and performance of this Agreement and the Transactions to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or in the alternative, a certification by such Loan Party as to no changes to the certificate or articles of incorporation since the date of the last secretary’s certificate delivered to the Administrative Agent), and (D) as to the incumbency and specimen signature of each officer executing this Agreement, any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) such other documents as the Administrative Agent may reasonably request, including customary lien and judgment searches with respect to each Loan Party (including the Company) and customary evidence of insurance coverage and customary lender’s loss payable endorsements as to casualty and business interruption insurance. (e) No event has Default or Event of Default under Section 7.01(b), (c), (g) or (h) shall have occurred and is be continuing that constitutes a Defaultor would result from the Transactions. (f) After giving effect to the Transactions, the total amount of Incremental Term Loans shall not exceed the Incremental Term Loan Amount. (g) The Administrative Agent shall have received on or before a certificate, dated as of the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested signed by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies Financial Officer of the resolutions Borrower, confirming compliance with the conditions precedent set forth in paragraphs (e), (f) and (j) of this Section 5; provided that any certification relating to compliance with the definition of “Incremental Term Loan Amount” in, and Sections 2.23 and 6.04(f) of, the Credit Agreement shall be signed by a Financial Officer of the Board Borrower setting forth reasonably detailed calculations in support of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Companysuch certification, in form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent. (v) An executed copy of this Agreement from each party hereto. (gh) The Administrative Agent shall have received evidence a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory the Administrative Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent. (i) The Administrative Agent shall have received a Borrowing Request with respect to the termination Incremental Term Loans not later than 1:00 p.m., New York City time, one Business Day before the Effective Date and otherwise in accordance with the requirements of Section 2.03 of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement. (j) The satisfaction of the other conditions precedent set forth on Annex III attached hereto.

Conditions Precedent to Effectiveness. This Agreement The parties hereto agree that this Amendment shall become not be effective until the satisfaction of each of the following conditions precedent: (a) the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the Borrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment among United States Cellular Corporation and Toronto Dominion (Texas) LLC, as administrative agent, which shall be in form and substance reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment among United States Cellular Corporation, and CoBank, ACB, as administrative agent, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall have received payment of all reasonable and invoiced out‑of‑pocket fees and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation, execution, delivery and administration of this Amendment; and (e) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the first date Amendment Effective Date (as defined below), both before and after giving effect to the “Effective Date”) amendments contemplated by this Amendment as if such representations and warranties were being made on which the following conditions precedent have been satisfied: (a) As and as of the Amendment Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, except to the knowledge of the Companyextent that such representations and warranties specifically refer to an earlier date, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements which case they shall be true and correct as of such earlier date, and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in subsections (a) and (b) of Section 4.01 are correct on and as 5.05 of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent Credit Agreement shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory be deemed to refer to the Agent: most recent statements furnished pursuant to subsections (ia) To the extent requested by a Lender at least three Business Days prior to the Effective Dateand (b), Revolving Credit Notes payable to the order respectively, of each Lender. (ii) Certified copies Section 6.01 of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when each of the following conditions shall have been satisfied; provided that if the following conditions are not satisfied by April 19, 2016, this Second Amendment shall not become effective and shall be of no force or effect with respect to the Credit Agreement: 1. The Borrower, the Administrative Agent and each other Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to the Administrative Agent. 2. The Administrative Agent shall have received a favorable customary legal opinion of Xxxxx Day, counsel to the Credit Parties addressed to the Administrative Agent and each of the Lenders party to the Credit Agreement on the Second Amendment Effective Date and dated the Second Amendment Effective Date covering such matters incidental to this Second Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request. 3. The Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of the Credit Agreement and the Credit Documents, in each case as modified by this Second Amendment, certified as of the Second Amendment Effective Date by an Authorized Representative and attested to by another Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) good standing certificates for the Borrower from the jurisdiction in which the Borrower is organized. 4. All of the representations and warranties made pursuant to Part III hereof shall be true and correct in all material respects on the Second Amendment Effective Date, both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the first Second Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (the y) any representation or warranty that is qualified as to “Effective Date”) materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on which the following conditions precedent have been satisfied:such specified date). (a) As of the Effective Date5. Since January 2, there 2016, nothing shall have occurred no Material Adverse Change since December 25(and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine has had, 2010 that has not been publicly disclosed. (b) As of or could reasonably be expected to have, either individually or in the Effective Dateaggregate, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior Effect. 6. No litigation by any entity (private or governmental) shall be pending or threatened in writing with respect to the date hereof Credit Agreement, any other Credit Document or (ii) any other documentation executed in connection herewith and therewith or the transactions contemplated hereby and thereby, or which the Administrative Agent shall determine has had, or could reasonably be likely expected to affect have, either individually or in the legalityaggregate, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebya Material Adverse Effect. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company 7. The Borrower shall have paid all reasonable accrued fees and documented out-of-pocket expenses of the AgentAdministrative Agent required to be paid or reimbursed pursuant to Section 13.01 of the Credit Agreement, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees documented fees, charges and expenses disbursements of one counsel to for the Administrative Agent). (e) On 8. Substantially simultaneously with the Second Amendment Effective Date, the following statements shall be true (x) that certain Fifth Amendment to Amended and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Restated Credit Agreement in respect of the CompanyExisting Revolving Credit Agreement, dated of even date herewith, and (y) the Effective Date2016 Term Loan Credit Agreement, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as dated of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such dateeven date herewith, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Companycase, in form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent, shall have become effective pursuant to their respective terms. (v) An executed copy of this Agreement from each party hereto. (g) 9. The Administrative Agent shall have received evidence of (i) such other documents, information or agreements regarding the termination of Borrower as the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementAdministrative Agent shall reasonably request.

Conditions Precedent to Effectiveness. This Amendment and the obligations of the Additional Refinancing Lender to provide the Amendment No. 7 Refinancing Term Loan Commitments is subject to the satisfaction or waiver in accordance with Section 12.12 of the Credit Agreement of the following conditions precedent (upon satisfaction or waiver of such conditions, such date being referred to herein as the “Seventh Amendment Effective Date”): 4.1 The Seventh Amendment Arrangers shall have received all fees and other amounts previously agreed in writing by the Seventh Amendment Arrangers (or any of its affiliates) and the Borrower to be due and payable on or prior to the Seventh Amendment Effective Date in the amounts and at the times so specified, including reimbursement or payment of all reasonable and documented or invoiced out-of-pocket expenses (which, in the case of legal fees, shall be limited to the reasonable and documented or invoiced fees, disbursements and other charges of one primary outside counsel and of any relevant local counsel to the Seventh Amendment Arrangers, taken as a whole) required to be reimbursed or paid by any Loan Party under any letter agreement previously entered into among the Seventh Amendment Arrangers and the Borrower, in each case, for which reasonably detailed invoices have been presented to Borrower at least two (2) Business Days prior to the Seventh Amendment Effective Date. 4.2 The representations and warranties set forth in Section 5 of this Amendment and Article V of the Credit Agreement shall become effective be true and correct in all material respects on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Seventh Amendment Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, except to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The extent such representations and warranties contained expressly relate to an earlier date, in Section 4.01 are which case they were true and correct in all material respects on and as of the Effective Datesuch earlier date, and (ii) No event has occurred and except that such materiality qualifier shall not be applicable to any representation and warranty that is continuing that constitutes a Defaultalready qualified by materiality. (f) 4.3 The Administrative Agent and the Additional Refinancing Lender shall have received on or before the Effective Date the followingreceived, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days (or such shorter period as otherwise agreed) prior to the Seventh Amendment Effective Date, Revolving Credit Notes payable all documentation and other information about the Borrower and the Subsidiary Guarantors as has been reasonably requested in writing at least ten (10) days prior to the order of each Lender. (ii) Certified copies of Seventh Amendment Effective Date by the resolutions of the Board of Directors of the Company approving this Agreement Administrative Agent and the Notes, Additional Refinancing Lender that they reasonably determine is required by Governmental Authorities under applicable “know your customer” and of all documents evidencing other necessary corporate action anti-money-laundering rules and governmental approvals, if any, with respect to this Agreement and the Notesregulations, including, without limitation, copies of the articles of incorporation Patriot Act and bylaws of if the CompanyBorrower qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230, a beneficial ownership certification in relation to the Borrower. 4.4 The Administrative Agent shall have received, a legal opinion of (iiix) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more Xxxxxxxx & Xxxxx LLP, counsel to the CompanyLoan Parties and (y) Xxxxxxx, Xxxxx & Xxxxxxx, LLP, special Georgia counsel to the Loan Parties, each of which opinions shall be addressed to the Administrative Agent and the Lenders, dated as of the Seventh Amendment Effective Date and shall be in form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent. (v) An executed copy of this Agreement from each party hereto. (g) 4.5 The Administrative Agent shall have received evidence a counterpart signature page of this Amendment, executed and delivered by (i) the termination Borrower, Holdings, each Subsidiary Guarantor, (ii) the Administrative Agent and (iii) the Additional Refinancing Lender and Consenting Term Loan Lenders (which collectively such Lenders shall constitute 100% of all Lenders outstanding prior to this Amendment). 4.6 The Administrative Agent shall have received a certificate of each Loan Party, dated the Seventh Amendment Effective Date signed by the secretary or any assistant secretary of such Loan Party and attested to by an Authorized Officer of such Loan Party, with the following insertions and attachments: (i) certified organizational authorizations, incumbency certifications, the certificate of incorporation or other similar Organizational Document of each Loan Party certified by the relevant authority of the commitments to make extensions jurisdiction of credit to organization of such Loan Party and bylaws or other similar Organizational Document of each Loan Party certified as being in full force and effect on the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements Seventh Amendment Effective Date and (ii) payment in full a good standing certificate for each Loan Party from its jurisdiction of all amounts owing under organization as of a recent date. 4.7 At the time of, and immediately after giving effect to, this Amendment, no Default or Event of Default shall have occurred and be continuing or resulted therefrom. 4.8 The Administrative Agent shall have received a certificate, dated the Seventh Amendment Effective Date and signed on behalf of each of Borrower and Holdings, as applicable, certifying on behalf of the Existing Borrower and Holdings that the conditions precedent set forth in Sections 4.2 and 4.7 have been satisfied or waived on such date. 4.9 The Administrative Agent shall have received a Notice of Borrowing with respect to the Amendment No. 7 Refinancing Term Loans in the form of Exhibit F to the Credit Agreements. Each Agreement. 4.10 The Borrower shall have paid to the Administrative Agent, for the ratable account of the Lenders that is a party holding Term Loans outstanding prior to any of the Existing Credit Agreements hereby waives Seventh Amendment Effective Date, all accrued and unpaid interest on such Term Loans to, but not including, the requirement of prior notice of termination of the commitments under each Existing Credit AgreementSeventh Amendment Effective Date.

Conditions Precedent to Effectiveness. This The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 4 of this Agreement shall become effective on and as be subject to the satisfaction (or waiver) of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedprecedent: (a) As The Agent (or its counsel) shall have received from each of the Effective DateBorrower, there shall have occurred no Material Adverse Change since December 25the Parent, 2010 the Required Lenders under (and as defined in) the Existing Credit Agreement and each of the Lenders either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has not been publicly disclosedsigned a counterpart of this Agreement. (b) As The Agent (or its counsel) shall have received from each Subsidiary, if any, that is a Subsidiary Loan Party as of the Restatement Effective Date, there shall exist no actionand is not already a Guarantor, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, a supplement to the knowledge Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebysuch Person. (c) As The Agent shall have received a favorable written opinion (addressed to the Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Xxxxx X. Xxxxxx, General Counsel of the Effective DateBorrower, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby(ii) Shearman & Sterling LLP, if any, shall have been obtained (without the imposition of any conditions that are not acceptable counsel to the LendersLoan Parties, and (iii) if reasonably requested by the Agent, local counsel in Luxembourg, Brazil and Scotland, in each case, in form and substance reasonably satisfactory to the Agent, and in each case covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Agent or the Required Lenders shall remain in effectreasonably request. The Parent and the Borrower hereby request such counsel to deliver such opinions. (d) As The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Effective DateLoan Parties and the authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, the Company shall have paid Loan Documents or the Restatement Transactions, all reasonable accrued fees in form and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel substance satisfactory to the Agent)Agent and its counsel. (e) On The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects as of the Restatement Effective Date, no Default shall have occurred and be continuing as of the following statements shall be true Restatement Effective Date and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Companycertificate, dated the Restatement Effective DateDate and signed by the President & Chief Executive Officer, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as an Executive Vice President or a Financial Officer of each of the Effective DateParent and the Borrower, and (ii) No event has occurred and is continuing that constitutes a Defaultconfirming the foregoing. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days all fees and other amounts due and payable on or prior to the Restatement Effective Date, Revolving Credit Notes payable including, to the order extent invoiced, reimbursement or payment of each Lender. all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Loan Documents and (ii) Certified copies an amount sufficient to prepay all Loans outstanding under (and as defined in) the Existing Credit Agreement and to pay all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees owing to the Existing Lenders under paragraphs (a) and (b) of Section 2.11 of the resolutions Existing Credit Agreement. If any LC Disbursements are outstanding as of the Board of Directors of the Company approving this Agreement and the NotesRestatement Effective Date, and of all documents evidencing other necessary corporate action and governmental approvalssuch LC Disbursements shall be repaid, if any, together with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party heretoany interest accrued thereon. (g) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (h) The Agent shall have received evidence an updated Perfection Schedule (which shall include such information required pursuant to Section 5.10(b) of the Amended Credit Agreement), dated the Restatement Effective Date and attached as Schedule 3.02 to the Collateral Agreement delivered pursuant to Section 6(i). (i) The Agent (or its counsel) shall have received counterparts of amendments and restatements of each of the Collateral Agreement and the Guarantee Agreement as shall be necessary or (in the opinion of the Agent) appropriate in order for (i) the termination Secured Obligations under the Amended Credit Agreement to be secured under the Collateral Agreement and (ii) the Secured Obligations consisting of Secured Swap Obligations (under and as defined in the Collateral Agreement) to be guaranteed under the Guarantee Agreement, in each case reasonably satisfactory in form and substance to the Agent and its counsel and signed on behalf of the commitments parties thereto. (j) The Agent shall be satisfied that the Borrower shall have taken (or caused to make extensions be taken) such actions, including execution and delivery of credit to such documents and certificates, as shall be necessary under the Company terms of the First Lien Intercreditor Agreement and the Borrowing Subsidiaries Senior Secured Notes Indenture in order for the Secured Obligations under the Amended Credit Agreement to be secured by the lenders party Security Documents, as amended as described above. (k) If any Borrowing is to each be made under the Amended Credit Agreement on the Restatement Effective Date, the Agent shall have received prior notice thereof in accordance with the Amended Credit Agreement and shall be satisfied that arrangements have been made for payment of break funding costs that would be required under Section 2.16 of the Amended Credit Agreement if such borrowing is not made on the date requested to be made. The Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment and restatement of the Existing Credit Agreements and (ii) payment in full of all amounts owing under Agreement as contemplated hereby shall not become effective unless each of the Existing Credit Agreements. Each of foregoing conditions in this section is satisfied (or waived) at or prior to 5:00 p.m., New York City time, on the Lenders that is a party to any of Amendment Termination Date (and, in the event such conditions are not so satisfied or waived, the Existing Credit Agreements hereby waives the requirement Agreement shall remain in effect without giving effect to any provisions of prior notice of termination of the commitments under each Existing Credit this Agreement).

Conditions Precedent to Effectiveness. This Agreement Joinder shall become not be effective on and as until each of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedfulfilled to the reasonable satisfaction of the Administrative Agent: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, a. This Joinder shall have been obtained (without duly executed and delivered by the imposition of any conditions that are not acceptable to the Lenders) respective parties hereto, and shall remain be in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees full force and expenses of the Agent, the Syndication Agents, the Lead Arrangers effect and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance reasonably satisfactory to the Administrative Agent:. b. All action on the part of the New Facility Guarantor and the other Loan Parties necessary for the valid execution, delivery and performance by the New Facility Guarantor of this Joinder and all other documentation, instruments, and agreements required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. c. The New Facility Guarantor (i) To and each other Loan Party, to the extent requested by a Lender at least three Business Days prior the Administrative Agent) shall each have delivered the following to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the CompanyAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: i. Certificate of Legal Existence and Good Standing issued by the Secretary of the State of its incorporation or organization. ii. A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Charter Documents. iii. Execution and delivery by the New Facility Guarantor of the following Loan Documents: a) [Joinders to the Term Loan Note]; b) Joinder to the Security Documents, as applicable; c) [Joinder to the Facility Guaranty]; and d) Such other documents, agreements and certificates as the Administrative Agent and the LendersCollateral Agent may reasonably require iv. Execution and delivery by the New Facility Guarantor of the Acknowledgment to the Intercreditor Agreement. (v) An executed copy d. Upon the reasonable request of this Agreement from each party hereto. (g) The the Administrative Agent, the Administrative Agent shall have received evidence of (i) the termination a favorable written legal opinion of the commitments to make extensions of credit Loan Parties’ counsel addressed to the Company Agents and the Borrowing Subsidiaries other Lenders, covering such matters relating to the New Facility Guarantor, the Loan Documents and/or the transactions contemplated thereby as the Agents shall reasonably request. e. The Administrative Agent shall have received all documents and instruments, (including an authenticated record authorizing the Agents and their representatives to file such UCC financing statements as the Agents may determine to be appropriate), required by law or requested by the lenders party Administrative Agent or the Collateral Agent to each create or perfect the first priority Lien (subject only to Permitted Encumbrances having priority by operation of Applicable Law) intended to be created under the Existing Loan Documents and all such documents and instruments shall have been so filed, registered or recorded or other arrangements reasonably satisfactory to the Agents. f. All Credit Agreements Party Expenses incurred by the Agents in connection with the preparation and (ii) payment negotiation of this Joinder and related documents for which invoices have been rendered shall have been paid in full of all amounts owing under each of by the Existing Credit Agreements. Each of New Facility Guarantor. g. The Loan Parties shall have executed and delivered to the Lenders that is a party to any of Agents such additional documents, instruments, and agreements as the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementAgents may reasonably request.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as upon the satisfaction of each of the first date conditions precedent set forth in this Section 6 (the “date on which such conditions are satisfied shall be the "Amendment Effective Date”) on which "): A. The Collateral Agent shall have received, in form and substance acceptable to the following conditions precedent have been satisfied: (a) As Collateral Agent, an original counterpart of this Amendment duly executed and delivered by each of the Effective Date, there parties hereto; B. The Collateral Agent shall have occurred no Material Adverse Change since December 25received, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, in form and substance acceptable to the knowledge Collateral Agent, new Notes and Certificates, in each case duly executed and delivered by the Trustee and reflecting the Tranche A Commitment, Tranche B Commitment and Certificateholder Commitment of each Lender and Certificateholder, as modified by this Amendment; C. The Collateral Agent shall have received, in form and substance acceptable to the CompanyCollateral Agent, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior such amendments to the date hereof or Security Documents, including, without limitation, the Deed of Trust, (ii) could reasonably be likely such endorsements to affect leasehold title and mortgagee title insurance policies delivered pursuant to Section 5.3 of the legality, validity or enforceability of this Participation Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of otherwise on the Effective Date, all governmental and third party consents and approvals necessary Date as the Collateral Agent shall reasonably require in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As modification of the Effective Date, Commitments and Commitment Percentages of the Company Lenders and the Certificateholders pursuant to this Amendment and (iii) the Lessee and the Parent Guarantor shall have paid all reasonable accrued taxes, fees and expenses other charges in connection with the execution, delivery, recording, filing and registration or any and all such amendments to the satisfaction of the Collateral Agent; D. The Collateral Agent shall have received in form and substance acceptable to the Collateral Agent, a duly executed counterpart of the Syndication AgentsFirst Amendment Fee Letter, the Lead Arrangers and the Lessee shall have paid or caused to be paid to the Collateral Agent, for the account of the Lenders and Certificateholders, all fees payable thereunder on the Amendment Effective Date; E. Each of the representations and warranties set forth in the Participation Agreement and in each of the other Related Documents and each certificate delivered pursuant to any Related Document (including without limitation the reasonable accrued Incorporated Representations and invoiced fees and expenses of one counsel to the Agent). (eWarranties) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and; (ii) No event has occurred and is continuing that constitutes a Default. (f) F. The Collateral Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To a certificate of the extent requested by a Lender at least three Business Days prior Secretary, an Assistant Secretary, Trust Officer or Vice President of the Trust Company in such other form as is acceptable to the Effective DateCollateral Agent, Revolving Credit Notes payable attaching and certifying as to (A) the order signing resolutions duly authorizing the execution, delivery and performance by the Lessor of each Lender. of the Related Documents to which it is or will be a party, (B) its articles of association or other equivalent charter documents and its by-laws, as the case may be, certified as of a recent date by an appropriate officer of the Trust Company and (C) the incumbency and signature of persons authorized to execute and deliver on its behalf the Related Documents to which it is a party and (ii) Certified copies a good standing certificate from the Office of the resolutions Comptroller of the Board Currency; G. The Collateral Agent shall have received (i) a certificate from the Secretary of Directors State of the Company approving this Agreement and the Notes, and state of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies incorporation of each of the articles Guarantor certifying that such Guarantor is in good standing in such state and certificates from the Secretary of incorporation State of each state in which a Guarantor is required to be in good standing, certifying that such Guarantor is authorized to do business in such state; and bylaws of the Company. (iiiii) A a certificate of from the Secretary or an Assistant Secretary of each Guarantor certifying (A) as to the Company certifying the names incumbency and true signatures signature of the officers officer of such Guarantor authorized to execute and deliver the Related Documents to which such Guarantor is a party and any certificate to be furnished thereto, (B) that attached thereto are true and complete of the Company authorized charter and by-laws of such Guarantor and (C) that attached thereto is a true and complete copy of the Resolutions of the Board of Directors of such Guarantor authorizing the execution, delivery and performance of the Related Documents to sign this Agreement which such Guarantor is a party and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions transactions contemplated thereby, together with a certification by another officer of one or more counsel such Guarantor as to the Companyincumbency and signature of such Secretary or Assistant Secretary; H. The Collateral Agent shall have received legal opinions, in form and substance reasonably satisfactory acceptable to the Collateral Agent and addressing such matters relating to this Amendment as the Collateral Agent shall reasonably request, addressed to the Collateral Agent, the Agent, the Lenders, the Certificateholders and the Revolving Credit Lenders from (i) Brobxxx Xxxexxx & Xarrxxxx XXX, California and New York counsel for Lessee, Construction Agent and each Guarantor, and (ii) Eric Xxxxxx, Xxq., General Counsel to the Lessee, Construction Agent and each Guarantor; (v) An executed copy of this Agreement from each party hereto. (g) I. The Collateral Agent shall have received evidence of such other documents (icertified if requested) as the termination of Collateral Agent may reasonably request, with respect to this Amendment, the commitments to make extensions of credit to Participation Agreement, any other Related Document, the Company transactions contemplated hereby and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements thereby; and J. There shall not have occurred and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to be continuing any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.Potential Default or Event of

Conditions Precedent to Effectiveness. This Agreement Seventh Amendment shall become effective on and as of the first date (the “Effective Date”) on which hereof only upon satisfaction of the following conditions precedent have been satisfiedprecedent: (a) As the due execution and delivery of the Effective Datea counterpart signature page to this Seventh Amendment by each of Borrower, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective DateGuarantor, the Company shall have paid undersigned Lender (constituting all reasonable accrued fees and expenses of Lenders under the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and Credit Agreement as of the Effective Date), andAdministrative Agent and Hermes Agent; (b) receipt by Administrative Agent of a duly executed copy of (i) the A&R Foresight Energy Secured Credit Agreement, which shall have been amended and restated on terms reasonably satisfactory to Administrative Agent and (ii) No event has occurred and is continuing that constitutes a Default.such other agreements evidencing the Restructuring as Administrative Agent shall reasonably request; (fc) The Borrower and Collateral Agent shall have received entered into an amendment to the Security Agreement, substantially in the form of Exhibit D (the “Security Agreement Amendment”); (d) receipt by Administrative Agent of reasonably requested “know your customer” materials and documentation; (e) Borrower shall have prepared for filing on or before the Effective Date a UCC-3 amendment to UCC financing statement number 2010 3626961 amending the followingcollateral description therein to conform to the Security Agreement Amendment, each dated such date, which UCC-3 amendment shall be in form and substance satisfactory to the Administrative Agent and Collateral Agent; (f) receipt by Administrative Agent and Hermes Agent of the following, each in form and substance reasonably satisfactory to Administrative Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order copies of each Lender. (ii) Certified copies Organizational Document of each of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the CompanyCredit Parties, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by each Credit Party and certified as of the Agent Execution Date by a Responsible Officer of such Credit Party as being in full force and effect without modification or amendment; (ii) signature and incumbency certificates of the Responsible Office of each Credit Party executing this Seventh Amendment; (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Seventh Amendment and the Lenders.agreements executed and documents delivered in connection herewith, certified as of the Effective Date by a Responsible Officer of each Credit Party as being in full force and effect without modification or amendment; and (viv) An executed copy a good standing certificate from the applicable Governmental Authority of this Agreement from each party hereto.Credit Party’s jurisdiction of formation dated a recent date; (g) The receipt by Administrative Agent shall have received of evidence of insurance coverage for Borrower and the Sugar Camp Mine satisfying the requirements of the Transaction Documents, which insurance shall name Administrative Agent as lender loss payee and additional insured thereunder (solely with respect to policies insuring Collateral, as defined in the Security Agreement), and shall otherwise be in form and substance reasonably satisfactory to Administrative Agent, together with evidence that such policy or policies are in full force and effect; (h) receipt by Administrative Agent and the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date) of the reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Affiliates in connection with the preparation, negotiation and execution of this Seventh Amendment or any document, instrument, agreement delivered pursuant to this Seventh Amendment or otherwise in connection with the Specified Defaults, and all other reasonable and documented costs and expenses of the Administrative Agent described in Section 12.8.1 of the Credit Agreement, to the extent invoiced at least two (2) Business Days prior to the Effective Date; (i) the termination receipt by Administrative Agent and Hermes Agent of the commitments to make extensions written consent of credit Hermes to the Company amendment of the Hermes Export Credit Guarantee Documents to reduce the repayment period described therein to reflect the advancement of the Maturity Date set forth in Section 3 herein, which written consent shall be in form and substance satisfactory to Administrative Agent and Hermes Agent; (j) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), a work fee in the amount of $10,000; (k) Borrower shall have paid to the Administrative Agent on or prior to the Effective Date, $125,000, which amount is the amount of administrative agency fees due and owing to the Administrative Agent as of the Effective Date pursuant to Section 5.2 of the Credit Agreement and the Borrowing Subsidiaries Fee Letter; and (l) Borrower shall have paid to the Administrative Agent on the Effective Date, for the ratable benefit of the undersigned Lender (constituting all Lenders under the Credit Agreement as of the Effective Date), the estimated amount of the Fixed Interest Rate Breakage Costs to be incurred by such Lender in connection with this Seventh Amendment, as notified by the lenders party Administrative Agent to each the Borrower on or before the second Business Day prior to the Effective Date (it being understood by Borrower and the Administrative Agent that within two (2) Business Days following the Effective Date, Borrower shall pay to the Administrative Agent the excess, if any, of the Existing Credit Agreements and actual amount of one hundred percent (ii100%) payment in full of all amounts owing under each of the Existing Credit Agreements. Each Fixed Interest Rate Breakage Costs incurred by such Lender in connection with this Seventh Amendment over such estimated amount, or, if such estimated amount exceeds the actual amount thereof, the Administrative Agent shall refund the amount of such excess to the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementBorrower.

Conditions Precedent to Effectiveness. 2.1 This Agreement Amendment shall become effective on upon the satisfaction or waiver by the Administrative Agent and as Lenders of the first date (the “Effective Date”) on which each of the following conditions precedent have been satisfied:(the date of such satisfaction or waiver, the “Fifth Amendment Effective Date”): (a) As The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each of which shall be properly executed by a Responsible Officer of the signing Loan Party, each dated the Fifth Amendment Effective Date and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: (i) executed counterparts of this Amendment from the Administrative Agent, the Borrowers, the Guarantors, each Lender, in each case sufficient in number for distribution to the Administrative Agent, the Administrative Agent’s counsel and the Company. (i) Upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Fifth Amendment Effective Date, there each Borrower shall have occurred no Material Adverse Change since December 25provided to such Lender, 2010 that has not been publicly disclosed. and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least three (b3) As of Business Days prior to the Fifth Amendment Effective Date and (ii) at least three (3) Business Days prior to the Fifth Amendment Effective Date, there any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending orhave delivered, to the knowledge of the Companyeach Lender that so requests, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely a Beneficial Ownership Certification in relation to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebysuch Loan Party. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the The Company shall have paid all reasonable accrued fees fees, charges and expenses disbursements of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent). (e) On to the extent invoiced prior to or on the Fifth Amendment Effective Date, the following statements plus such additional amounts of such fees, charges and disbursements as shall be true constitute its reasonable estimate of such fees, charges and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on disbursements incurred or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. incurred by it through the closing proceedings (iv) Favorable opinions provided that such estimate shall not thereafter preclude a final settling of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to accounts between the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementAdministrative Agent).

Conditions Precedent to Effectiveness. This Agreement The effectiveness of this Amendment shall become effective be subject to the satisfaction or waiver of only the following conditions precedent (first the date on which such conditions precedent are so satisfied or waived, the “Sixth Amendment Effective Date”): (i) the Borrower, the Administrative Agent, each Issuing Lender and each Lender with a Commitment on the Sixth Amendment Effective Date (after giving effect thereto)shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to the Administrative Agent; (ii) the Administrative Agent shall have received a favorable customary legal opinion of Xxxxx Day, counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders party to this Amendment on the Sixth Amendment Effective Date and dated the Sixth Amendment Effective Date covering such matters incidental to this Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request; (iii) the Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of this Amendment and the Amended Credit Agreement, certified as of the Sixth Amendment Effective Date by an Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) a certificate of existence for the Borrower as of a recent date from the jurisdiction in which the Borrower is organized; (iv) all of the representations and warranties made pursuant to Section 5 hereof shall be true and correct in all material respects on the Sixth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the first Sixth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (the y) any representation or warranty that is qualified as to “Effective Date”) materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on which the following conditions precedent have been satisfied:such specified date); (av) As both before and immediately after giving effect to the Reallocation and the occurrence of the Sixth Amendment Effective Date, there since December 31, 2016, nothing shall have occurred no Material Adverse Change since December 25(and neither the Administrative Agent nor the Lenders shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Lenders shall determine has had, 2010 that has not been publicly disclosed. (b) As of the Effective Dateor could reasonably be expected to have, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.Effect; (cvi) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company Borrower shall have paid all reasonable accrued fees and documented out-of-pocket costs, fees, expenses of the AgentAdministrative Agent required to be paid or reimbursed pursuant to Section 13.01 of the Amended Credit Agreement, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees documented fees, charges and expenses disbursements of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such dateAdministrative Agent, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender each case, invoiced at least three Business Days prior to the date hereof, and other amounts due and owing on the Sixth Amendment Effective Date, Revolving Credit Notes payable Date pursuant to the order Fee Letter, dated October 27, 2017, among the Borrower, the Administrative Agent and Deutsche Bank Securities Inc.; (vii) the Borrower shall have paid (or cause to have been paid) on the Sixth Amendment Effective Date to the Administrative Agent for the account of each Lender. Lender party hereto, a one-time amendment fee (iithe “Amendment Fee”) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if anyin an amount, with respect to this each Lender, equal to three basis points (0.03%) on existing Loans and Commitments under the Existing Credit Agreement that are converted into new Loans and/or Commitments under the Amended Credit Agreement and seven and one-half basis points (0.075%) on new or additional Loans and Commitments provided under the Notes, including, without limitation, copies Amended Credit Agreement. The Amendment Fee will be paid on the aggregate amount of the articles final allocations of incorporation commitments of each Lender and bylaws of the Company.is payable in Dollars; (iiiviii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Administrative Agent shall have received evidence a solvency certificate substantially in the form of (i) Exhibit H to the termination Existing Credit Agreement, which shall be addressed to the Administrative Agent and the Lenders and dated the Sixth Amendment Effective Date, setting forth the conclusions that, immediately after giving effect to the transactions contemplated in this Amendment and the incurrence of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to financings contemplated hereby, each of the Existing Credit Agreements Borrower and the Borrower and its Subsidiaries, taken as a whole, is or are not insolvent and will not be rendered insolvent, and will not be left with unreasonably small capital with which to engage in its or their businesses and will not have incurred debts beyond its or their ability to pay such debts as they mature; (ix) the Administrative Agent shall have received a written certification by an Authorized Officer of the Borrower certifying that the conditions precedent specified in Section 4(iv), (v) and (iix) payment in full have been satisfied; (x) both immediately before and also immediately after giving effect to the transactions contemplated hereunder and the incurrence and application of all amounts owing under the Revolving Loans on the Sixth Amendment Effective Date and the effectiveness of the Amendments, there shall exist no Default or Event of Default (with each of such terms being defined in a manner consistent with the Existing manner in which they are defined in the Amended Credit Agreements. Each Agreement) under the Amended Credit Agreement; and (xi) the Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Lead Arranger at least five (5) business days in advance of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementSixth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Agreement (other than Section 12.6 hereof which shall be effective on the date hereof) shall become effective on and as of the first date (the “Effective Date”) Business Day on which each of the following conditions precedent shall have been satisfied:satisfied (such date, the "Effective Date"): (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent Lender shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Companyevidence, in form and substance reasonably satisfactory to Lender with respect to any filings required as a result of the Agent completion of the transactions contemplated by the Merger Agreement or any amendments to the Information Certificate or the Schedules thereto, that Lender has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (b) all requisite limited liability company action and proceedings in connection with this Agreement and the Lenders.other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including, without limitation, records of requisite limited liability company action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate company officers or governmental authorities; (vc) An executed copy no Material Adverse Change shall have occurred since the date of Lender's latest field examination on December 9, 1998 and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (d) Lender shall have received, in form and substance reasonably satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement from each party and the other Financing Agreements, including, without limitation, acknowledgments by lessors, mortgagees and warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral, in any case required as a result of the completion of the transactions contemplated by the Merger Agreement or any amendments to the Information Certificate or the Schedules hereto.; (e) Lender shall continue to be in receipt of the evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Lender, including certificates of insurance policies and/or endorsements naming Lender as loss payee; (f) Lender shall have received an opinion letter of counsel to Borrower in the form of Schedule 4.1(f); (g) The Agent the transactions contemplated by the Merger Agreement shall have been consummated in accordance with the Merger Agreement (and the Lender shall have received evidence of a certificate, duly executed by a Responsible Officer, certifying that such transactions have so occurred); (h) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to Lender, in form and substance satisfactory to Lender; and (i) the termination of the commitments Borrower shall have used its best efforts to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to obtain a signed acknowledgment letter from each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is landlord currently a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit an Acceptable Third Party Agreement, in form and substance satisfactory to Lender.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 2528, 2010 2013 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become be effective on and as upon satisfaction of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedprecedent: (a) As receipt by the Administrative Agent of counterparts of (i) this Agreement duly executed by the Effective DateBorrower, there shall have occurred no Material Adverse Change since December 25the Guarantors, 2010 that has not been publicly disclosed.the Lenders and the Administrative Agent and (ii) the Sixth Amendment Fee Letter duly executed by the Borrower and the Administrative Agent; (b) As receipt by the Administrative Agent of a certificate of a Responsible Officer of the Borrower (i) certifying that the IRISYS Acquisition has been consummated (or shall be consummated contemporaneously with the closing of this Agreement) in accordance with the terms of that certain Unit Purchase Agreement, dated as of the Sixth Amendment Effective Date, there shall exist no actionby and among the Borrower, suitas the purchaser, investigationIRISYS, litigation or proceeding affecting LLC, as the Company or target, and IRISYS, INC., Continent Pharmaceuticals U.S., Inc., and EPS Americas Corp., collectively, as the sellers, a true correct copy of which is attached to such certificate together with all other material agreements entered into in connection therewith (including any of its Subsidiaries pending orschedules and exhibits thereto), to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or and (ii) could reasonably be likely to affect the legalityattaching a true, validity or enforceability of this Agreement or any Note or the consummation correct and complete copy of the transactions contemplated hereby.IRISYS Seller Note; (c) As receipt by the Administrative Agent of favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Sixth Amendment Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.; and (vd) An executed copy receipt by the Administrative Agent of all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent and all reasonable and documented out-of-pocket due diligence expenses of the Administrative Agent and the Lenders, in each case, incurred in connection with this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by transactions contemplated hereby and for which invoices have been issued (provided, that, the lenders party to each issuance of such invoices shall not thereafter preclude a final settling of accounts between the Existing Credit Agreements Borrower and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementAdministrative Agent).

Conditions Precedent to Effectiveness. This Agreement Waiver and Amendment shall become be effective on and as of the date first date (above set forth upon the “Effective Date”) on which occurrence of each of the following conditions precedent have been satisfiedfollowing: (a) As of the Effective Date, there The Agent shall have occurred no Material Adverse Change since December 25received this Waiver and Amendment in form and substance satisfactory to the Agent and its counsel, 2010 that has not been publicly disclosed.duly executed by the Borrower and the Required Banks; (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the The Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer benefit of the CompanyConsenting Banks (as defined below) payment from the Borrower of a waiver and amendment fee in the amount of one-tenth of one percent (.10%) times the respective Commitment amounts for each Bank which approves this Waiver and Amendment (each, dated the Effective Date, stating that:a "Consenting Bank"); (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (fc) The Agent shall have received on or before a security agreement (the Effective Date "Security Agreement") executed by the following, each dated such dateBorrower, in form and substance satisfactory to the Agent: , together with appropriate UCC-1 financing statements and all other documents necessary to grant to the Agent a first priority perfected security interest in all of the Borrower's accounts, inventory, equipment, proceeds of the foregoing and any bank accounts into which such proceeds may at any time be deposited (other than property which is defined as "Principal Property" or as "Restricted Securities" in the Indentures dated as of January 15, 1992 and dated as of February 10, 1998, each as amended, to which the Borrower is a party, and other than certain accounts receivable sold pursuant to a receivables securitization facility acceptable to the Agent in its sole discretion), which Security Agreement shall secure all of the Borrower's obligations (i) To under the extent requested by a Lender at least three Business Days prior to the Effective DateCredit Agreement, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement foreign exchange agreements between the Borrower and the NotesAgent, includingand letters of credit now or hereafter issued by, without limitationand treasury management services provided by, copies the Agent for the account of the articles of incorporation Borrower, and bylaws of the Company. (iii) A certificate with respect to treasury management services provided by any Bank for the account of the Secretary or Borrower and foreign exchange agreements between the Borrower and any Bank in an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized aggregate amount not to sign this Agreement and the Notes and the other documents to be delivered hereunder.exceed $500,000 for each such Bank; and (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (gd) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company all such other documents as it may reasonably request, including without limitation, financing statements, opinions, certificates and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementother similar items.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The effectiveness of the first date (amendments set forth at Section I hereof are subject to the “Effective Date”) on which satisfaction, or waiver, of the following conditions precedent have been satisfied:on or before the date hereof (the "SECOND AMENDMENT CLOSING DATE"): (a) As The Company, Holdings and Requisite Lenders shall have indicated their consent by the execution and delivery of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedsignature pages hereof to the Agent. (b) As Company shall have received net proceeds from the New Company Subordinated Notes of the Effective Date, there not less than $147,000,000 and such proceeds shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of applied as contemplated by this Agreement or any Note or the consummation of the transactions contemplated herebySecond Amendment. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the The Agent shall have received for the account of each Lender a certificate signed by a duly authorized from an officer of the Company, dated Company stating that as of the Effective Second Amendment Closing Date, stating that: (i) The the representations and warranties contained in Section 4.01 III herein and in the other Credit Documents are true, correct and complete in all respects on and as of the Effective Second Amendment Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all respects on and as of such earlier date. (d) The Agent shall have received a certificate from an officer of the Company stating that as of the Second Amendment Closing Date, and (ii) No no event has occurred and is continuing that constitutes would constitute an Event of Default or a Default. (fe) The Agent shall have received a certificate from an officer of the Company demonstrating that as of the Second Amendment Closing Date, the ratio of total net debt of the Company (defined as Consolidated Total Debt less Company's Cash on hand as of the Second Amendment Closing Date) to pro forma Consolidated Adjusted EBITDA of the Company for the twelve month period ending September 30, 2001 (which for purposes of this ratio shall be $89,000,000) shall not exceed 3.75:1.00. (f) Company shall have paid all fees and other amounts due and payable on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Second Amendment Closing Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitationto the extent invoiced, copies reimbursement or other payment of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary all out-of-pocket expenses required to be reimbursed or an Assistant Secretary of paid by the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the hereunder or under any other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party heretoCredit Document. (g) The Agent and Lenders shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company such other documents and information regarding Credit Parties and the Borrowing Subsidiaries by Credit Agreement as the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Agents or Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementmay reasonably request.

Conditions Precedent to Effectiveness. This Agreement Amendment shall not become effective on unless and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: until: (a) As the holders of the Effective Date, there Subordinated Debt shall have occurred no Material Adverse Change since December 25made such consents and amendments in respect of all Subordinated Debt Documents as shall be necessary (collectively, 2010 the "Current SubDebt Amendment") to (i) preserve, after giving effect to this Amendment, the relative differences between the financial levels required pursuant to the financial covenants in the Credit Agreement and the corresponding financial covenants in the Subordinated Debt Documents which were in effect prior to Amendment Eight to the Credit Agreement dated as of January 19, 2000 (and in furtherance of the agreement by PSC, the Borrower and the holders of the Subordinated Notes pursuant to Section 3 of the letter agreement dated January 18, 2000 among PSC, the Borrower and such holders); (ii) cause the financial covenants in the Subordinated Debt Documents to be calculated in a manner identical to the financial covenants in the Credit Agreement (as amended by this Amendment); (iii) consent to this Amendment; and (iv) confirm that has not been publicly disclosed. the Obligations of the Loan Parties under the Loan Documents constitute "Superior Indebtedness" as defined in the Subordinated Debt Documents; (b) As of the Effective Date, there Required Lenders shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, have granted their written consent to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. Current SubDebt Amendment; (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, Borrowers shall have been obtained (without the imposition of any conditions that are not acceptable furnished to the Lenders) Administrative Agent all such confirmations, supporting documents and shall remain in effect. opinions of counsel as the Administrative Agent may specify; (d) As of the Effective Date, the Company Borrower shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyLender Parties, pro-rata according to the amount of the total Commitments of each Lender Party, a fee equal to the sum of one-half of one percent (0.50%) of the amount of total Commitments of all Lender Parties; and (e) all post closing items to be completed by the Borrower in respect of Amendment Eight to the Credit Agreement dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective DateJanuary 19, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent 2000 shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lenderbeen completed. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The effectiveness of this Amendment is subject to satisfaction of the first date following conditions in a manner satisfactory to Administrative Agent (the date on which each of the following conditions are satisfied, the “First Amendment Effective Date”) on which the following conditions precedent have been satisfied:): (a) As The Administrative Agent shall have received each of the following: (i) a counterpart of this Amendment duly executed and delivered by each party hereto, (ii) a Reaffirmation of Obligations Under Credit Documents dated the First Amendment Effective Date duly executed by each Credit Party, in form and substance reasonably acceptable to the Administrative Agent, (iii) an Affidavit of Out-Of-State Execution and Delivery regarding the execution of the Credit Documents to be executed on the First Amendment Effective Date, there shall have occurred no Material Adverse Change since December 25duly executed by the Borrower and notarized, 2010 (iv) a duly executed Fee Letter and (v) for the account of each Lender that has not been publicly disclosedrequested Notes, Notes executed by a duly Authorized Officer of the Borrower. (b) As of The Administrative Agent shall have received opinions, in form and in form and substance satisfactory to, and addressed to, the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting Administrative Agent and the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that Lenders from (i) could be reasonably likely Xxxxx, Xxxxx, Xxxxxxx and Xxxxx LLP, counsel to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or Holdings and its Subsidiaries, (ii) could reasonably be likely X. Xxxxxx Xxxxx, Esq., General Counsel to affect Holdings, the legality, validity or enforceability of this Agreement or any Note or the consummation Borrower and all of the transactions contemplated herebySubsidiaries, (iii) Xxxxxxxx Xxxxxx, special Florida counsel to the Borrower and certain Guarantors, and (iv) Xxxxxxxxx Xxxxx, P.C., special Nevada counsel to Air Transport International Limited Liability Company, a Nevada limited liability company. (c) As The Administrative Agent shall have received from each Credit Party a certificate, dated the First Amendment Effective Date, signed by the Secretary of such Credit Party in the form of Exhibit F to the Amended Credit Agreement (together with certifications as to incumbency and signatures of such officers) with appropriate insertions and deletions, together with (x) copies of the articles or certificate of incorporation, the limited liability company agreement, the partnership agreement, any certificate of designation, the by-laws, or other organizational documents of each such Credit Party (or a certification that such organizational documents have not been amended, modified, revoked or otherwise altered since delivery thereof to the Administrative Agent on the Closing Date and remain in full force and effect) and (y) the resolutions, or such other administrative approval, of each such Credit Party referred to in such certificate to be reasonably satisfactory to the Administrative Agent. (d) On the First Amendment Effective Date, all governmental corporate, limited liability company, partnership and third party consents legal proceedings and approvals necessary all instruments and agreements in connection with the transactions contemplated hereby, if any, by this Amendment and the other Credit Documents to be executed in connection herewith shall have been obtained (without the imposition of any conditions that are not acceptable be reasonably satisfactory in form and substance to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Administrative Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations all information and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions all certificates, documents and papers, including good standing certificates and any other records of the Board of Directors of the Company approving this Agreement and the Notescorporate, and of all documents evidencing other necessary corporate action partnership or limited liability company proceedings and governmental approvals, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or Governmental Authority. (e) The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower dated the First Amendment Effective Date to the effect that (A) all representations and warranties of the Credit Parties contained in the Amended Credit Agreement and the other Credit Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty specifically refers to an earlier date, in which case the same were true and correct in all material respects as of such earlier date); (B) after giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is continuing; (C) since December 31, 2021, there has not been any change, effect, event, occurrence, state of facts or development that has had or could reasonably be expected to have a Material Adverse Effect; and (D) all of the applicable conditions set forth in this Section 4 have been satisfied as of such date. (f) The Administrative Agent shall have received copies of favorable UCC, tax, and judgment search reports in all necessary jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral or on the Capital Stock of the Subsidiaries of Holdings, in each case, other than Permitted Liens. On the First Amendment Effective Date, the Administrative Agent shall have received copies of duly executed FAA form “Aircraft Security Agreements” and/or “Amended and Restated Aircraft Security Agreements” to be filed on the First Amendment Effective Date with the FAA, the substance of which shall be satisfactory to the Administrative Agent, covering the Aircraft and Engines included in the Collateral Pool and registrations satisfactory to the Administrative Agent shall have been made with the “International Registry” (as defined under the Cape Town Convention) relating to the airframes with respect to this Agreement the Aircraft and Engines in the Notes, including, without limitation, copies of Collateral Pool on the articles of incorporation and bylaws of the CompanyFirst Amendment Effective Date. (iiig) A certificate The Administrative Agent shall have received evidence that each Credit Party shall have obtained all permits, registrations, filings, licenses, authorizations, consents, orders or approvals of or from any Governmental Authority and other Persons, in each case that are necessary or advisable in connection with this Amendment and the transactions contemplated hereby, and each of the Secretary or an Assistant Secretary of the Company certifying the names foregoing shall be in full force and true signatures of the officers of the Company authorized to sign this Agreement effect and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to Administrative Agent. No action, proceeding or investigation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Amendment or the Agent and transaction contemplated hereby, or which, in the LendersAdministrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Amendment. (v) An executed copy of this Agreement from each party hereto. (gh) The Administrative Agent shall have received evidence all fees required to be paid, and all reasonable out-of-pocket expenses required to be paid, on or before the First Amendment Effective Date, including all reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of Xxxxxx & Bird LLP, counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under the Existing Credit Agreement or under the fee letter executed in connection herewith. (i) At least five (5) days prior to the termination First Amendment Effective Date, the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities or reasonably requested by the Administrative Agent or any Lender under or in respect of applicable “know your customer” and anti-money laundering legal requirements including the Patriot Act and, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower. Without limiting the generality of the commitments provisions of this Section 4, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to make extensions of credit have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementproposed Effective Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 2531, 2010 2022 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (vi) If reasonably requested by any Lender at least ten days prior to the Effective Date, such documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (vii) At least five days prior to the Effective Date, for each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Notwithstanding anything in this Agreement to the contrary, this Agreement shall not become effective on and as until each of the first date (the “Effective Date”) on which the following conditions precedent shall have been satisfied: satisfied or waived in writing by the TIFIA Lender: The Borrower shall have duly executed and delivered to the TIFIA Lender this Agreement and the TIFIA Bond, each in form and substance satisfactory to the TIFIA Lender. The Borrower shall have delivered to the TIFIA Lender certified, complete, and fully executed copies of each Indenture Document[, together with any amendments, waivers or modifications thereto, in each case that has been entered into on or prior to the Effective Date,] 85 and each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender, and all conditions contained in such documents to the closing of the transactions contemplated thereby shall have been fulfilled or effectively waived (aprovided, that for purposes of this Section 13(a)(ii), any such waiver shall be subject to the TIFIA Lender’s consent in its sole discretion). Counsel to the Borrower [and each other Borrower Related Party] shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-1) As and bond counsel to the Borrower [and the other Borrower Related Parties] shall have rendered to the TIFIA Lender legal opinions satisfactory to the TIFIA Lender in its sole discretion (including those opinions set forth on Exhibit H-2). The Borrower shall have provided a certificate from the Borrower’s Authorized Representative as to the absence of debarment, suspension or voluntary exclusion from participation in Government contracts, procurement and non-procurement matters substantially in the form attached hereto as Exhibit C with respect to the Borrower and its principals (as defined in 2 C.F.R. § 180.995).86 The Borrower shall have provided to the TIFIA Lender satisfactory evidence that the Project has been included in (A) the metropolitan transportation improvement program adopted by the [insert name of federally designated metropolitan planning organization for the region], (B) the State transportation plan, and (C) the State transportation improvement program approved by the USDOT or its designated agency, in each case to the extent required by 23 U.S.C. §§ 134 and 135, and 23 U.S.C. § 602(a)(3), as applicable; and the financial plan for each such program or plan shall reflect the amount of the TIFIA Loan and all other federal funds to be used for the Project87 as sources of funding for the Project. The Borrower shall have provided evidence to the TIFIA Lender’s satisfaction, no more than thirty (30), but no less than fourteen (14), days prior to the Effective Date, there of the assignment by at least two (2) Nationally Recognized Rating Agencies of a public Investment Grade Rating to the Initial Senior Obligations and a public rating on the TIFIA Loan and no such rating has been reduced, withdrawn or suspended as of the Effective Date.88 The Borrower shall have occurred no Material Adverse Change since December 25delivered to the TIFIA Lender a certificate from the Borrower’s Authorized Representative in the form attached hereto as Exhibit K (A) as to the satisfaction of certain conditions precedent set forth in this Section 13(a) (Conditions Precedent to Effectiveness) as required by the TIFIA Lender, 2010 (B) designating the Borrower’s Authorized Representative, and (C) confirming such person’s position and incumbency. The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that as of the Effective Date the aggregate of all committed sources of funds shown in the Base Case Financial Model and in the Project Budget to pay Total Project Costs have been fully and completely committed and allocated to the Borrower by the providers thereof and that such funds shall be sufficient to pay all Total Project Costs necessary to achieve Substantial Completion. [The Borrower shall have delivered to the TIFIA Lender an original fully executed counterpart (or a certified copy) of the Traffic and Revenue Study in form and substance acceptable to the TIFIA Lender [and the Traffic Consultant][, accompanied by a letter from the preparer of such study, dated as of [Insert date that is not more than fifteen (15) Business Days prior to the Effective Date], and certifying that the assumptions and projections contained in the Traffic and Revenue Study are reasonable and may be relied upon by the TIFIA Lender]89.]90 The Borrower shall have provided to the TIFIA Lender certified, complete, and fully executed copies of each Principal Project Contract, together with any amendments, waivers or modifications thereto, in each case that has been entered into on or prior to the Effective Date and each such agreement shall be in full force and effect and in form and substance satisfactory to the TIFIA Lender. The Borrower shall have demonstrated to the TIFIA Lender’s satisfaction that it has obtained all Governmental Approvals necessary to commence construction of the Project and that all such Governmental Approvals are final, non-appealable, and in full force and effect (and are not been publicly disclosed. (b) As subject to any notice of violation, breach, or revocation). The Borrower shall have delivered to the TIFIA Lender a certified Base Case Financial Model on or prior to the Effective Date, there which Base Case Financial Model shall exist no action(A) demonstrate that projected Project Revenues are sufficient to meet the Loan Amortization Schedule, suit(B) demonstrate a Total Debt Service Coverage Ratio for each Calculation Period through the Final Maturity Date that is not less than [____], investigation(C) demonstrate a TIFIA Loan Life Coverage Ratio for each Calculation Date through the Final Maturity Date that is not less than [____],91 (D) not reflect (1) the commencement of amortization of the principal amount of any Senior Obligations before the Debt Service Payment Commencement Date, litigation (2) the payment of any interest on any Pari Passu Obligations or proceeding affecting Subordinated Obligations before the Company Debt Service Payment Commencement Date, or (3) the commencement of amortization of the principal amount of any Pari Passu Obligations or Subordinated Obligations before the commencement of its Subsidiaries pending orthe amortization of the principal amount of the TIFIA Loan, and (E) otherwise be in form and substance acceptable to the TIFIA Lender. The Borrower shall have (A) provided evidence satisfactory to the TIFIA Lender that the Borrower is authorized, pursuant to [insert state or municipal code reference authorizing statutory ability to create a lien], to pledge, assign, and grant the knowledge Liens on the Trust Estate purported to be pledged, assigned, and granted pursuant to the Indenture Documents, without the need for notice to any Person, physical delivery, recordation, filing or further act, (B) recorded or filed, or caused to be recorded or filed, for record in such manner and in such places as are required all documents and instruments, and taken or caused to be taken all other actions, as are necessary or desirable to establish and enforce the Trustee’s Lien on the Trust Estate (for the benefit of the Company, threatened before any court, governmental agency or arbitrator that (iSecured Parties) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof extent contemplated by the Indenture Documents, and (C) paid, or (ii) could reasonably caused to be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Datepaid, all governmental taxes and third party consents filing fees that are due and approvals necessary payable in connection with the transactions contemplated herebyexecution, if anydelivery or recordation of any Indenture Documents or any instruments, certificates or financing statements in connection with the foregoing.92 The Borrower shall have been obtained (without paid in full all invoices delivered by the imposition of any conditions that are not acceptable TIFIA Lender to the Lenders) and shall remain in effect. (d) As Borrower as of the Effective Date, Date for the Company shall have paid all reasonable accrued fees and expenses of the AgentTIFIA Lender’s counsel and financial advisors and any auditors or other consultants employed by the TIFIA Lender for the purposes hereof (such reasonableness to be determined in accordance with Part 31 of the Federal Acquisition Regulation). The Borrower shall have (A) provided evidence satisfactory to the TIFIA Lender of compliance with NEPA and (B) complied with all applicable requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4601 et seq.) and Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) and shall have provided evidence satisfactory to the TIFIA Lender of such compliance upon request by the TIFIA Lender. The TIFIA Lender shall have delivered its initial TIFIA Lender’s Authorized Representative certificate. The Borrower shall have (A) obtained a Federal Employer Identification Number, (B) obtained a Data Universal Numbering System number, and (C) registered with, and obtained confirmation of active registration status from, the Syndication Agentsfederal System for Award Management (xxx.XXX.gov).93 [The Borrower shall have delivered to the TIFIA Lender (A) certificates of insurance evidencing (1) that the Borrower and each applicable Principal Project Party has obtained insurance with respect to the Project and the Borrower, as applicable, that meets the requirements of Section 16(f) (Insurance) and (2) that each liability policy (other than workers’ compensation insurance) reflects the TIFIA Lender as an additional insured and (B) at the TIFIA Lender’s request, copies of such insurance policies.]94 The Borrower shall have provided to the TIFIA Lender evidence that [each of] the Borrower [and each other Borrower Related Party] is duly organized and validly existing under the laws of its jurisdiction of formation, with full power, authority and legal right to own its properties and carry on its business and governmental functions as now conducted, including the following documents, each certified by the Borrower’s Authorized Representative (or, with respect to a Borrower Related Party, such Borrower Related Party’s authorized representative): (A) a copy of its Organizational Documents, as in effect on the Effective Date (and certified by the Secretary of State of the State, to the extent applicable), which Organizational Documents shall be in full force and effect and shall not have been amended since the date of the last amendment thereto shown on the certificate, (B) a copy of all resolutions authorizing each Borrower Related Party to execute and deliver, and to perform its respective obligations under, the Lead Arrangers TIFIA Loan Documents to which it is a party, and such resolutions have not been subsequently modified, rescinded or amended, are in full force and effect in the form adopted, and are the only resolutions adopted by the Borrower Related Parties relating to the matters described therein, and (C) a copy of such further instruments and documents as are necessary, appropriate or advisable to effectuate the foregoing resolutions and to consummate and implement the transactions contemplated by such resolutions and the Lenders (including TIFIA Loan Documents. The Borrower shall have provided the reasonable accrued and invoiced fees and expenses TIFIA Lender records of one counsel the Eligible Project Costs incurred prior to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a TIFIA Lender at least three Business Days and in sufficient time prior to the Effective Date to permit the TIFIA Lender and the [FHWA Division Office][insert other USDOT modal agency field office, if applicable] to review such costs. The Borrower shall have provided to the TIFIA Lender certified, complete and fully executed copies of each performance security instrument delivered to or by the Borrower pursuant to any Principal Project Contract as of the Effective Date, Revolving Credit Notes payable each of which performance security instruments shall be (A) in compliance with the requirements for such performance security pursuant to the order of each Lender. applicable Principal Project Contract and (iiB) Certified copies in full force and effect. The representations and warranties of the resolutions Borrower set forth in this Agreement (including Section 14 (Representations and Warranties of Borrower)) and in each other Related Document shall be true and correct, as of the Board of Directors of the Company approving this Agreement and the NotesEffective Date, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel except to the Companyextent such representations and warranties expressly relate to an earlier date (in which case, in form such representations and substance reasonably satisfactory to the Agent warranties shall be true and the Lenderscorrect as of such earlier date). (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement The parties hereto agree that this Amendment shall become not be effective until the satisfaction of each of the following conditions precedent: (a) the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the Borrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among the Borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent shall have received payment of all reasonable and invoiced out-of-pocket fees and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation, execution, delivery and administration of this Amendment; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the first date Amendment Effective Date (as defined below), both before and after giving effect to the “Effective Date”) amendments contemplated by this Amendment as if such representations and warranties were being made on which the following conditions precedent have been satisfied: (a) As and as of the Amendment Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, except to the knowledge of the Companyextent that such representations and warranties specifically refer to an earlier date, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements which case they shall be true and correct as of such earlier date, and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in subsections (a) and (b) of Section 4.01 are correct on and as 5.05 of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent Credit Agreement shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory be deemed to refer to the Agent: most recent statements furnished pursuant to subsections (ia) To the extent requested by a Lender at least three Business Days prior to the Effective Dateand (b), Revolving Credit Notes payable to the order respectively, of each Lender. (ii) Certified copies Section 6.01 of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This The effectiveness of this Agreement shall become effective and the obligation of each Lender and each LC Issuing Bank to make its initial Extension of Credit hereunder to any Borrower on and as the Restatement Effective Date is subject to satisfaction of the first date (the “Effective Date”) on which each the following conditions precedent have been satisfiedon or before such date: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received following on or before the Restatement Effective Date the followingDate, each dated such datedate (except for the Disclosure Documents), in form and substance satisfactory to the AgentAdministrative Agent and (except for the notes described in paragraph (i)) with one copy for each Lender and each LC Issuing Bank: (iA) To This Agreement, duly executed by each of the extent requested by parties hereto, and (B) a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes promissory note payable to the order of each Lender.Lender that requests one pursuant to Section 2.17, duly completed and executed by each Borrower; (ii) . Certified copies of the resolutions of the Board governing body of Directors of the Company each Borrower approving this Agreement and the NotesAgreement, and of all documents evidencing other necessary corporate limited liability company action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company.Agreement; (iii) . A certificate of the Secretary or an Assistant Secretary of the Company each Borrower certifying (A) the names and true signatures of the officers of the Company such Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered by such Borrower hereunder; (B) that attached thereto are true and correct copies of the organizational documents of such Borrower, in each case as in effect on the Restatement Effective Date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals (if any) required for the due execution, delivery and performance by such Borrower of this Agreement; iv. Copies of all the Disclosure Documents (it being agreed that such Disclosure Documents will be deemed to have been delivered under this clause (iv) if such documents are publicly available on XXXXX or on the applicable Borrower’s website no later than the third Business Day immediately preceding the Restatement Effective Date); v. A favorable opinion of counsel for the Borrowers, acceptable to the Administrative Agent, substantially in the form of Exhibit C-1 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; vi. A favorable opinion of special New York counsel for the Borrowers, acceptable to the Administrative Agent, substantially in the form of Exhibit C-2 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; vii. A favorable opinion of special Texas counsel for ELL, acceptable to the Administrative Agent, substantially in the form of Exhibit C-3 hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request; viii. A favorable opinion of King & Spalding LLP, special New York counsel for the Administrative Agent, substantially in the form of Exhibit D hereto; and ix. All documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the Restatement Effective Date. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (gb) The Administrative Agent shall have received evidence a copy of (i) an agreement among the Borrowers, the Administrative Agent and each Departing Lender evidencing the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of “Commitment” (as defined in the Existing ELL Credit Agreements Agreement or the Existing EGSL Credit Agreement, as applicable) of such Departing Lender under each Existing Credit Agreement to which it is a party, and (ii) such Departing Lender shall have received payment in full of all “Advances” (as defined in the Existing ELL Credit Agreement or the Existing EGSL Credit Agreement, as applicable) of such Departing Lender outstanding as of the Restatement Effective Date under each Existing Credit Agreement to which it is a party, together with all interest accrued and unpaid thereon, any amounts owing under each in respect of such payment pursuant to Section 8.04(b) of such Existing Credit Agreement, all accrued and unpaid fees pursuant to Section 2.04 of such Existing Credit Agreement, and any other amounts then due and owing by ELL or EGSL, as applicable, to such Departing Lender pursuant to the Existing Credit Agreements on the Restatement Effective Date. (c) The Borrowers shall have paid to the Lenders all accrued and unpaid fees pursuant to Section 2.04 of the Existing Credit Agreements. Each of , and any other amounts then due and owing by the Borrowers to the Lenders that is a party pursuant to any of the Existing Credit Agreements hereby waives (other than the requirement of prior notice of termination of Advances and participation amounts that, pursuant to Section 8.20, are being reallocated and/or continuing to remain outstanding under this Agreement). (d) The Administrative Agent shall have received the commitments under each Existing Credit Agreementfees payable pursuant to the Fee Letters.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the Borrower sends written notice to the Administrative Agent requesting that this Agreement become effective; provided, that following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrower shall have paid all reasonable fees and expenses of the Administrative Agent and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Administrative Agent). (eb) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (fc) The Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) To the extent If requested by a Lender at least three Business Days prior to the Effective DateLender, Revolving Credit Notes a replacement Note payable to the order of each such Lender, in a principal amount equal to each such Lender’s Commitment. (ii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Company Borrower and each other Loan Party approving this Agreement Agreement, the Notes and the Noteseach Guaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement Agreement, the Notes and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Companyeach Guaranty. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and the Notes Loan Documents to which it is a party and the other documents to be delivered hereunder. (iv) Favorable opinions A reaffirmation of one or more counsel to the CompanySubsidiary Guaranty executed by each Subsidiary Guarantor, in form and substance reasonably satisfactory to the Agent and the LendersParent Guaranty duly executed by the Parent. (v) An executed copy opinion of this Agreement from each party Axxxxx & Bird, LLP, counsel for the Loan Parties, in substantially the form of Exhibit F attached hereto. (gvi) The An opinion of Linklaters, English counsel for the Borrower, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent shall have received evidence may reasonably request. (vii) An opinion of AXXXXXX, Bermuda counsel for the Parent, in substantially the form of Exhibit H attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (id) the termination An acceptance of the commitments to make extensions appointment of credit to the Company and the Borrowing Subsidiaries by the lenders party to Process Agent (as such term is defined in Section 8.12) for each of the Existing Credit Agreements Parent and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementBorrower.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become be effective on and as of the first date Second Amendment Effective Date upon the satisfaction (the “Effective Date”or waiver in writing) on which of each of the following conditions precedent have been satisfiedprecedent: (a) As of the Effective Date, there The Administrative Agent shall have occurred no Material Adverse Change since December 25received fully executed counterparts of this Amendment and such other documents, 2010 that has not been publicly disclosedcertificates, instruments and information executed and/or delivered by the Loan Parties as the Administrative Agent may reasonably request. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received (i) a fee in the amount of $300,000, for the account of each Lender on a certificate signed by a duly authorized officer of pro rata basis in accordance with their respective Revolving Commitments, which fee shall be due and payable in full in cash on the Company, dated the Second Amendment Effective Date, stating that: (i) The representations Date and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred all costs and expenses (including the reasonable fees and expenses of legal counsel) to the extent the Loan Parties are obligated to reimburse the Administrative Agent for such expenses in accordance with the Credit Agreement and the other Loan Documents. The Administrative Agent is continuing that constitutes hereby authorized to charge all such fees and expenses to the Borrowers and Borrowers shall be deemed to have made a Defaultrequest for a Revolving Loan in the amount of such fees and expenses on the Second Amendment Effective Date. (fc) The Administrative Agent shall have received on or before a Borrowing Base Certificate, dated as of the Second Amendment Effective Date and signed by a Financial Officer of the followingBorrower Agent, each dated prepared as of such datedate as the Administrative Agent may elect. (d) The Administrative Agent shall have received evidence satisfactory to it that (i) the Second Lien Satisfaction Date shall occur substantially contemporaneously with the effectiveness of this Amendment including, without limitation, a letter, in form and substance satisfactory to Administrative Agent, from the Agent: (i) To Second Lien Agent which shall include, among other things, the extent requested by a Lender at least three Business Days prior amount necessary to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies repay in full all of the resolutions of the Board of Directors obligations of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, its Subsidiaries owing with respect to this Agreement the Second Lien Credit Documents and the Notes, including, without limitation, copies a release of all of the articles Liens existing in favor of incorporation and bylaws of any such lender in the Company. (iii) A certificate of the Secretary or an Assistant Secretary assets of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement its Subsidiaries, together with termination statements and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) documentation evidencing the termination by such lenders of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements such Liens and (ii) payment the Intercreditor Agreement shall be terminated substantially contemporaneously with the effectiveness of this Amendment. (e) All corporate and organizational proceedings taken in full of connection with the transactions contemplated by this Amendment and all amounts owing under each of the Existing Credit Agreements. documents, instruments and other legal matters incident thereto shall be reasonably satisfactory to Lender and its legal counsel. (f) Each of the Lenders that is a party to any representations and warranties set forth in Section 6 of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementthis Amendment shall be true and correct in all material respects.

Conditions Precedent to Effectiveness. This Agreement shall Amendment will become effective on and as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions precedent have has been satisfiedsatisfied to the satisfaction of the Administrative Agent: (a) As of the Effective Date, there Administrative Agent shall have occurred no Material Adverse Change since December 25received a counterpart of this Amendment, 2010 that has not been publicly disclosed.duly executed and delivered by the Borrower, Holdings, all other Loan Parties, all Lenders (including the New Lenders), and the Administrative Agent; (b) As of for any Lender (including any New Lender) that has requested a new and/or replacement (as applicable) promissory note prior to the Second Amendment Effective Date, there the Administrative Agent shall exist no action, suit, investigation, litigation or proceeding affecting have received such duly executed promissory note issued by the Company or any of its Subsidiaries pending or, Borrower payable to such Lender that requested the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.same; (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations a duly executed amendment to the Note Purchase Agreement and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before duly executed amendment to the Effective Date the following, each dated such dateIntercreditor Agreement, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, case in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received written opinions of Coolxx XXX and Squire Pattxx Xxxgx XXX, counsel to the Loan Parties, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Loan Parties, this Amendment, the Loan Documents and the transactions contemplated therein as the Administrative Agent shall reasonably request (which opinions will expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders.); (ve) An executed copy the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party in form and substance satisfactory to the Administrative Agent, attaching and certifying copies of (x) its bylaws, or partnership agreement or limited liability company agreement (or certifying that its bylaws, or partnership agreement or limited liability company agreement have not been amended, restated or otherwise modified since the Original Closing Date), (y) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of such Loan Party (or certifying that its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents have not been amended, restated or otherwise modified since the Original Closing Date), and (z) the resolutions of its board of directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of this Agreement Amendment and the other Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing this Amendment and the Loan Documents to which it is a party; (f) the Administrative Agent shall have received certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of each party hereto.Loan Party; (g) the Administrative Agent shall have received one or more duly executed borrowing notices from the Borrower in form and substance reasonably acceptable to the Administrative Agent with respect to the Term Loans and any Revolving Loans to be made on the Second Amendment Effective Date (it being understood and agreed that the Administrative Agent and each Lender party hereto waives (i) the advance notice requirement under Section 2.3 of the Existing Loan Agreement for Eurodollar Borrowings solely with respect to such Eurodollar Borrowings to be funded on the Second Amendment Effective Date and (ii) any losses, costs or expenses owing to such Lenders pursuant to Section 2.19 of the Existing Loan Agreement solely as a result of the refunding of any Eurodollar Loans on the Second Amendment Effective Date); (h) the Administrative Agent shall have received a certificate dated as of the Second Amendment Effective Date and signed by a Responsible Officer (i) certifying that immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will result therefrom, (B) all representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and warranties that are expressly qualified by “Material Adverse Effect” or other materiality, which representations and warranties shall be true and correct in all respects) and (C) since the date of the financial statements of the Borrower described in Section 4.4 of the Existing Loan Agreement, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect, (ii) confirming that the Loan Parties and their Subsidiaries, taken as a whole, are Solvent immediately after giving effect to the consummation of the transactions contemplated to occur on the Second Amendment Effective Date and (iii) that attaches a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI of the Amended Loan Agreement as of July 30, 2020; (i) The Administrative Agent shall have received the results of recent lien and judgment searches in each of the jurisdictions in which UCC financing statements or similar filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Party, except for Permitted Liens or Liens to be discharged on or prior to the Second Amendment Effective Date; (j) the Administrative Agent shall have received (i) an upfront fee in an amount equal to $400,000, for the benefit of each of the Lenders in accordance with their Pro Rata Share of all Revolving Commitments and Term Loans under the Amended Credit Agreement and (ii) payment all other fees, expenses and other amounts owing to the Administrative Agent, Truist Securities (f/k/a SunTrust Robixxxx Xxxxxxxx, Xxc.) and the Lenders in accordance with that certain engagement letter dated September 10, 2020 executed by Truist Securities and accepted by the Borrower; (k) the Administrative Agent shall have received evidence that all fees, charges and disbursements of counsel to the Administrative Agent have been paid by the Borrower; and (il) the termination of the commitments to make extensions of credit to the Company Administrative Agent shall have received information and the Borrowing Subsidiaries documentation reasonably requested by the lenders party to each Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementPatriot Act or other applicable anti-money laundering laws.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which that the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrower shall have paid all reasonable fees and expenses of the Administrative Agent, the L/C Issuers and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the AgentAdministrative Agent to the extent 91839933_4 invoiced at least two Business Days prior to the Effective Date, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced plus such additional amounts of such fees and expenses as shall constitute a reasonable estimate of one counsel such fees and expenses incurred or to be incurred through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)). (eb) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Director of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, ; and (ii) No event has occurred and is continuing that constitutes a Default. (fc) The Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) To the extent Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a Lender at least three Business Days prior to the Effective DateLender, Revolving Credit Notes a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iiiii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Company Borrower and the Guarantor approving this Agreement Agreement, the Notes and the NotesGuaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement Agreement, the Notes and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Companyeach Guaranty. (iiiiv) A certificate of the Director, Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and the Notes Loan Documents to which it is a party and the other documents to be delivered hereunder. (ivv) Favorable opinions The Parent Guaranty duly executed by the Parent. (vi) An opinion of one or more Xxxxxx & Bird LLP, counsel for the Loan Parties, in substantially the form of Exhibit E attached hereto. (vii) An opinion of Linklaters LLP, English counsel for the Borrower, in substantially the form of Exhibit F attached hereto and to such other matters as any Lender through the CompanyAdministrative Agent may reasonably request. (viii) An opinion of Xxxxxxx (Bermuda) Limited, Bermuda counsel for the Parent, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. 91839933_4 (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and the Borrower. (x) A certificate signed by the chief financial officer of the Parent certifying the current Debt Ratings. (d) The Administrative Agent shall have received the Consolidated financial statements of the Parent and its Subsidiaries for the fiscal year ended December 31, 2016 and the fiscal quarter ended March 31, 2017, in form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfiedwhich: (a) As of the Effective Date, there The Administrative Agent shall have occurred received evidence reasonably satisfactory to it that the Existing Credit Agreement shall have been (or shall be substantially simultaneously) terminated, that all amounts due thereunder shall have been (or shall be substantially simultaneously) paid in accordance with its terms and that no Material Adverse Change since December 25, 2010 that has not been publicly disclosedLiens exist other than Liens permitted by the terms of this Agreement or Liens discharged on or prior to the Closing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Administrative Agent. (b) As of the Effective Date, there The Administrative Agent (or its counsel) shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that have received either (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to counterpart of this Agreement and of the date hereof Subsidiary Guarantee signed on behalf of each party thereto (which may include telecopy or e-mail transmissions of signed signature pages), or (ii) could written evidence reasonably be likely satisfactory to affect the legality, validity Agent (which may include telecopy or enforceability email transmissions of signed signature pages) that this Agreement or any Note or the consummation and of the transactions contemplated herebySubsidiary Guarantee have been signed on behalf of each party thereto. (c) As of The Lenders, the Effective Date, all governmental Administrative Agent and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, Arranger shall have received all fees required to be paid, and all expenses for which invoices have been obtained (without the imposition of any conditions that are not acceptable submitted to the Lenders) and shall remain in effectBorrower at least one Business Day prior to the Closing Date. (d) As The Administrative Agent shall have received (i) audited consolidated financial statements of the Effective Date, Borrower for the Company shall have paid all reasonable accrued fees two most recent fiscal years ended prior to the Closing Date as to which such financial statements are available and expenses (ii) unaudited interim consolidated financial statements of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel Borrower for each quarterly period ended subsequent to the Agent)date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. (e) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for a legal opinion (addressed to the account of Administrative Agent and each Lender party hereto on the Closing Date) from Xxxxxxxx & Xxxxx LLP, counsel to the Borrower, which opinion shall be reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received a certificate signed by a duly authorized officer legal opinion (addressed to the Administrative Agent and each Lender party hereto on the Closing Date) from Xxxxx Xxxxxxxxxx, General Counsel of the CompanyBorrower, dated the Effective Dateor Xxx Xxxxxxxxx, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as Assistant Vice President, Senior Corporate Counsel of the Effective DateBorrower, and (ii) No event has occurred and is continuing that constitutes a Defaultwhich opinion shall be reasonably satisfactory to the Administrative Agent. (f) The Administrative Agent shall have received on or before the Effective Date the followingfollowing documents and certificates, each dated such date, all in form and substance reasonably satisfactory to the Administrative Agent: (i) To A certificate of the extent requested by a Lender at least three Business Days prior to Chief Financial Officer of the Effective Borrower, dated the Closing Date, Revolving Credit Notes payable to certifying compliance with the order condition precedent set forth in paragraph (b) of each Lender.Section 4.02; (ii) Certified copies A copy of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the certificate or articles of incorporation and bylaws or organization or certificates of formation, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the Company.state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority; and (iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party, dated the Company Closing Date, certifying the names (A) that attached thereto is a true and true signatures complete copy of the officers by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the Loan Documents to which it is a party and the transactions contemplated thereby, including, in the case of the Company authorized to sign this Agreement and Borrower, the Notes and Borrowings hereunder, (C) that the other documents to be delivered hereunder. (iv) Favorable opinions certificate or articles of one incorporation or more counsel to organization of such Loan Party have not been amended since the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination date of the commitments last amendment thereto shown on the certificate of good standing furnished pursuant to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and subclause (ii) payment in full above, and (D) as to the incumbency and specimen signature of all amounts owing under each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Existing Credit Agreements. Each of Secretary or Assistant Secretary executing the Lenders that is a party certificate delivered pursuant to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementthis subclause (iii).

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:satisfied (or waived in accordance with Section 8.01): (a) As The Agent’s receipt of the Effective Datefollowing, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed properly executed by a duly authorized officer of the CompanyBorrower (where applicable), each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date, stating that:): (i) The representations and warranties contained in Section 4.01 are correct (x) executed counterparts of this Agreement signed on and as behalf of the Effective Date, andeach party hereto or (y) written evidence (which may include electronic transmission of a signed signature page of this Agreement) that each party hereto has signed a counterpart of this Agreement; (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified certified copies of the resolutions or other action of the Board of Directors of the Company approving this Agreement and the NotesBorrower, and of all documents evidencing incumbency certificates and/or other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate certificates of the Secretary or an Assistant Secretary of the Company certifying Borrower establishing the names identities of and true signatures verifying the authority and capacity of the officers of the Company each officer thereof authorized to sign this Agreement and the Notes Notes; and (iii) certified copies of the Borrower’s organizational documents and certificate of good standing in the other documents to be delivered hereunderBorrower’s jurisdiction of incorporation. (ivb) Favorable opinions of one or more counsel All costs, fees, expenses to the Companyextent invoiced at least one day prior to the Effective Date and the fees payable pursuant to Section 2.03 to the Initial Arrangers, the Agent or the Lenders shall have been paid on or prior to the Effective Date, in form and substance reasonably satisfactory each case, to the Agent and extent required by this Agreement to be paid on or prior to the LendersEffective Date. (vc) An executed copy To the extent reasonably requested reasonably in advance of this Agreement from each party hereto. (g) The the Effective Date by any of the Agent, the Initial Arrangers or the Lenders, the Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit received, prior to the Company Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act. Promptly upon the occurrence thereof, the Agent shall notify the Borrower and the Borrowing Subsidiaries Lenders as to the Effective Date, and such notice shall be conclusive and binding. Delivery by any Lender or the lenders party Agent of an executed signature page to each this Agreement shall be conclusive evidence that such Person has determined the conditions to the Effective Date have been met for purposes of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementthis Section 3.01.

Conditions Precedent to Effectiveness. This Agreement shall ------------------------------------- become effective on and as of the first date (the “"Effective Date”") on which the -------------- following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrower shall have paid all reasonable fees and expenses of the Agents and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the AgentAgents). (eb) On the Effective Date, the following statements shall be true and the Funding Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (fc) The Funding Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAgents and (except for the Notes) in sufficient copies for each Lender: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit The Notes payable to the order of each of the Lenders, in a principal amount equal to each such Lender's Commitment. (ii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Company Borrower and each other Loan Party approving this Agreement Agreement, the Notes and the NotesGuaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement Agreement, the Notes and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the CompanyGuaranty. (iii) A certificate of the Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and the Notes Loan Documents to which it is a party and the other documents to be delivered hereunder. (iv) Favorable opinions A guaranty in substantially the form of one Exhibit E (as amended, supplemented or more counsel otherwise modified from time to time, the Company"Guaranty"), in form and substance reasonably satisfactory to the Agent and the Lendersduly -------- executed by each Guarantor. (v) An executed copy opinion of this Agreement from each party heretoXxxxxx & Bird, LLP, counsel for the Loan Parties, in substantially the form of Exhibit F hereto and as to such other matters as any Lender through the Agents may reasonably request. (gvi) An opinion of Ashurst Xxxxxx Xxxxx, English counsel for the Borrower, in substantially the form of Exhibit G hereto and as to such other matters as any Lender through the Agents may reasonably request. (vii) An opinion of Shearman & Sterling, counsel for the Agents, in form and substance satisfactory to the Agents. (d) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company lenders and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing outstanding under each of the Existing Amended and Restated Credit Agreements. Each of Agreement dated December 17, 1997 among the Lenders that is a party to any of Borrower, the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementlenders parties thereto, Citibank, N.A. and NationsBank, N.A., as co-syndication agents, and The Chase Manhattan Bank, SunTrust Bank, Atlanta and Wachovia Bank, N.A., as managing agents.

Conditions Precedent to Effectiveness. This Bridge Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of The Borrower shall have paid all fees required to be paid on or before the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedand all reasonable expenses of the Agent to the extent invoiced prior to the Effective Date. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the followingDate, each dated such datethe same day, the following, in form and substance reasonably satisfactory to the Agent: (i) To The Notes made by the Borrower to the order of the Lenders to the extent requested by a any Lender at least three Business Days prior pursuant to the Effective Date, Revolving Credit Notes payable to the order of each LenderSection 2.15. (ii) Certified copies of the resolutions of the Board of Directors (or equivalent body) of the Company Borrower approving this Bridge Agreement and the NotesNotes to be delivered by it, and of its by-laws and certificate of incorporation, together with all amendments thereto, and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Bridge Agreement and the such Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A copy of a good standing certificate issued by the Secretary of State of the jurisdiction of the Borrower’s jurisdiction of incorporation. (iv) A certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Bridge Agreement and the Notes and the other documents to be delivered by it hereunder. (ivv) Favorable opinions A favorable opinion of one or more Xxxxx X. Xxxxxxxxxx, Assistant General Counsel for the Borrower, substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Agent may reasonably request. (vi) A favorable opinion of Xxxxx Day, special counsel to for the CompanyBorrower, in form and substance reasonably satisfactory to the Agent and the LendersAgent. (v) An executed copy of this Agreement from each party hereto. (gc) The Agent shall have received evidence on or before the Effective Date from each party thereto a counterpart of this Bridge Agreement signed on behalf of such party. (id) The Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the termination of the commitments to make extensions of credit PATRIOT Act, requested at least three Business Days prior to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementEffective Date.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become not be effective on and as until each of the first date (the “Effective Date”) on which the following conditions precedent have has been satisfiedfulfilled to the satisfaction of the Administrative Agent: (a) As of the Effective Date, there This Amendment shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedduly executed and delivered by the respective parties hereto. The Administrative Agent shall have received a fully executed copy hereof and of each other document required hereunder. (b) As The Administrative Agent shall have received a duly executed copy of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge Second Amendment Fee Letter dated as of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated herebyhereof. (c) As of The Borrower shall have (i) paid to the Administrative Agent all fees set forth in the Second Amendment Fee Letter, (ii) paid all expenses and reimbursements pursuant to Section 10 hereof, to the extent provided to the Borrower at least three (3) Business Days prior to the Second Amendment Effective Date, and (iii) paid to the Administrative Agent for the benefit of the Lenders all governmental interest and third party revolving loan commitment fees as described in Section 2.9(b) of the Credit Agreement in each case accrued and unpaid as of the Second Amendment Effective Date, it being understood and agreed that the Borrower hereby authorizes the Administrative Agent to pay all such fees and expenses pursuant to this clause (c) with a portion of the Second Amendment Term Loans and payment of the same from such proceeds shall satisfy this clause (c). (d) The Administrative Agent shall have received, in respect of the Second Amendment Term Loans to be made on the Second Amendment Effective Date, a completed Notice of Borrowing executed by the Borrower and attaching a funds flow or sources and uses schedule. (e) All material Governmental Approvals and consents and approvals necessary in connection with the transactions contemplated herebyof, if anyor notices to, shall have been obtained and be in full force and effect (without the imposition of any conditions that are not acceptable or waived, and if such waiver is materially adverse to the Lenders) and shall remain in effect. (d) As interests of the Effective DateLenders, with the Company shall have paid all reasonable accrued fees and expenses consent of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Administrative Agent). (ef) On Each of the Effective Date, representations and warranties made by any Loan Party in or pursuant to the following statements Loan Documents shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained correct in Section 4.01 are correct all material respects on and as of such date as if made on and as of such date, except to the Effective Dateextent (i) such representations and warranties expressly relate to an earlier date, and in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date or (ii) No event has such representations and warranties are qualified by materiality in the text thereof, in which case they shall be true and correct in all respects. ny-2508035 (g) Upon giving effect to this Amendment and the incurrence of all Indebtedness contemplated hereby, no Default or Event of Default shall have occurred and is continuing that constitutes a Defaultbe continuing. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (ih) To the extent requested by a any Lender at least three (3) Business Days prior to the Second Amendment Effective Date, Revolving Credit Notes payable to such Lender shall have received Notes, in each case, duly executed by the order of each LenderBorrower. (i) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated Second Amendment Effective Date and executed by the Secretary, Managing Member or equivalent officer of such Loan Party, substantially in the form of Exhibit C attached to the Credit Agreement, with appropriate insertions and attachments, including (A) the Operating Documents of such Loan Party certified, in the case of formation documents, as of a recent date by the secretary of state or similar official of the relevant jurisdiction of organization of such Loan Party or that there has been no change to Operating Documents of such Loan Party that were previously delivered to the Administrative Agent (which may be in the form of a certification from such Loan Party that there have been no changes from the Operating Documents previously delivered to the Administrative Agent on the Closing Date), (B) the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform the Amendment and the other Loan Documents to which such Loan Party is a party thereto, and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party (which may be in the form of a certification from such Loan Party that there have been no changes from the incumbency and signature specimens previously delivered to the Administrative Agent on the Closing Date) and (ii) Certified copies a long form good standing certificate for each Loan Party from its respective jurisdiction of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Companyorganization. (iiij) A certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Secretary or an Assistant Secretary Borrower, certifying that the Loan Parties, taken as a whole are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred on the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunderSecond Amendment Effective Date will be, Solvent. (ivk) Favorable opinions The Administrative Agent shall have received the executed legal opinion of one or more (i) Xxxxx Xxxx & Xxxxxxxx LLP, New York counsel to the CompanyLoan Parties, and (ii) Xxxxxx, Xxxxxxx, Arsht & Xxxxxxx LLP, Delaware counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent. Such legal opinions shall cover such matters incident to the transactions contemplated by this Amendment as the Administrative Agent and the Lendersmay reasonably require. (vl) An executed copy On the Second Amendment Effective Date, (1) after giving effect to the transactions contemplated by this Amendment (including the payment of all fees and expenses, the incurrence of all additional Indebtedness), Liquidity shall be not less than $40,000,000, (2) the Consolidated Total Indebtedness to Recurring Revenue Ratio does not exceed 0.75:1.00 and (3) the Borrower is otherwise in pro forma compliance with the then-applicable financial covenants set forth in Section 7.1 of the Credit Agreement (as amended by this Agreement from Amendment). No Revolving Loans shall be outstanding on the Second Amendment Effective Date after giving effect to the funding of the Second Amendment Term Loan. ny-2508035 (m) Each Lender shall have received, prior to the Second Amendment Effective Date, to the extent requested at least two (2) Business Days prior to the Second Amendment Effective Date, all documentation and other information requested to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (including the Beneficial Ownership Certification), and a properly completed and signed IRS Form W-8 or W-9, as applicable, for each party heretoLoan Party. (gn) The Administrative Agent shall have received evidence a certificate of (i) the termination a Responsible Officer of the commitments Borrower certifying as to make extensions compliance with the requirements of credit Section 5.2 of the Credit Agreement and clause (l) above, together with all reasonably detailed calculations evidencing compliance with clause (l) above after giving effect to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full incurrence of all amounts owing under each of Indebtedness and obligations being incurred in connection with the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementSecond Amendment.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as of the first date (the “Effective Date”) on which upon the satisfaction of the following conditions precedent have been satisfiedprecedent: (a) As of 4.1 the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account counterparts of each Lender a certificate signed by a duly authorized officer this Amendment have been executed and delivered on behalf of the CompanyBorrower, dated Administrative Agent and the Effective Date, stating that:Required Lenders; (i) The representations and warranties contained in Section 4.01 are correct on and as of 4.2 the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Administrative Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order an opinion of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, Borrower in form and substance reasonably satisfactory acceptable to the Administrative Agent and shall have been delivered to the Administrative Agent for the benefit of the Lenders.; (v) An executed copy of this Agreement from each party hereto. (g) The 4.3 the Administrative Agent shall have received reasonably satisfactory evidence that the Acquisition has been consummated on terms and conditions satisfactory to the Administrative Agent and that the Acquisition Term Loan Facility is, or upon the effectiveness of (i) this Amendment will be, in full force and effect; 4.4 the termination Administrative Agent shall have received counterparts of the commitments to make extensions of credit to Amended and Restated Collateral Agency and Intercreditor Agreement (as defined in the Company Credit Agreement as amended by this Amendment) and the Borrowing Subsidiaries Amended and Restated Deposit and Disbursement Agreement (as defined in the Credit Agreement as amended by this Amendment), each of which shall have been executed and delivered on behalf of the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each parties thereto. 4.5 a certificate of the Existing Credit Agreements. Each Borrower, dated as of the Lenders that is a party date hereof, has been executed and delivered to any the Administrative Agent certifying, inter alia, (a) true and correct copies of resolutions adopted by the board of managers or other appropriate body of the Existing Credit Agreements hereby waives Borrower authorizing the requirement negotiation, execution and delivery of prior notice of termination this Amendment and the performance of the commitments Credit Agreement as amended hereby and the consummation of the Acquisition and the Acquisition Term Loan Facility, including without limitation, the negotiation, execution, delivery and performance of the related agreements, (b) that all necessary approvals, permits and other similar authorizations necessary for the consummation of the Acquisition and the Acquisition Term Loan Facility have been obtained, including without limitation the receipt of any approvals from the Federal Energy Regulatory Commission, (c) the Cash Flow Coverage Ratio of the Parent Guarantor after giving pro forma effect to the Acquisition and Indebtedness of the Borrower and the applicable Unrestricted Subsidiaries under each Existing Credit Agreement.the Acquisition Term Loan Facility is at least 1.5 to 1.0, (d) that no Default or Event of Default exists on the date hereof, and

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there The Administrative Agent (or its counsel) shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed.received a counterpart of this Agreement duly executed and delivered by the Borrower; (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements The Specified Representations shall be true and the Agent correct in all material respects (except that any Specified Representation that is qualified by “materiality”, “material adverse effect” or a similar term shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (ibe true and correct in all respects) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date. For the avoidance of doubt, andno representations or warranties relating to the Mylan Business shall be made prior to the consummation of the Combination Transactions; (ii) No event has occurred and is continuing that constitutes a Default. (fc) The Administrative Agent shall have received on the executed legal opinion letter of Cravath, Swaine & Xxxxx LLP, in a form reasonably satisfactory to the Administrative Agent; (d) The Administrative Agent shall have received such customary closing documents and certificates as the Administrative Agent or before its counsel may reasonably request relating to the Effective Date organization, existence and good standing of the followingBorrower, each dated such datethe authorization of the Transactions and incumbency, all in form and substance reasonably satisfactory to the Agent:Administrative Agent and its counsel; (ie) To the extent requested by a Lender The Administrative Agent shall have received at least three Business Days prior to the Effective Date all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation, in each case to the extent reasonably requested at least ten Business Days prior to the Effective Date; and (f) All costs, Revolving Credit Notes fees, expenses (including legal fees and expenses) to the extent invoiced at least two Business Days prior to the Effective Date and the fees contemplated by the Fee Letters payable to the order of Arrangers, the Administrative Agent or the Lenders shall have been paid on or prior to the Effective Date, in each Lender. (ii) Certified copies case, to the extent required by the Fee Letters or the Loan Documents to be paid on or prior to the Effective Date. Without limiting the generality of the resolutions provisions of the Board sub-clause (e)(v) of Directors clause (c) of Article VIII, for purposes of determining compliance with the Company approving conditions specified in this Section 4.01, each Lender that has signed this Agreement and the Notesshall be deemed to have consented to, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary approved or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents accepted or to be delivered hereunder. (iv) Favorable opinions of one satisfied with, each document or more counsel other matter required thereunder to the Company, in form and substance reasonably be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Administrative Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit notice from such Lender prior to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementproposed Effective Date specifying its objection thereto.

Conditions Precedent to Effectiveness. This Agreement shall Agreement, and the obligation of the Lenders to make available the initial Accommodation hereunder, will become effective on and as of the first date (the “Effective Date”) on which upon the following conditions precedent have been satisfied:being met (unless waived in writing by all of the Lenders): (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of receipt by the Agent, for and on behalf of the Syndication AgentsLenders, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true documents each fully executed (as applicable) and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Companyin full force and effect, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the AgentLenders, acting reasonably: (i) To this Agreement; (ii) an assignment to the extent Agent by the administrative agent under the Existing Credit Agreement of all of its right, title and interest in and to each of the “Documents” as defined therein, including, for certainty, the Intercreditor Agreement; (iii) a joinder agreement to the Intercreditor Agreement from the Agent; (iv) a Closing Certificate from the Borrower, together with all attachments thereto, including copies of the note purchase agreements which govern the Existing Notes; (v) an Oil and Gas Ownership Certificate; (vi) an Environmental Certificate; (vii) the Closing Opinion; (viii) a Compliance Certificate, calculated as at the fiscal quarter ending March 31, 2017; (ix) an opinion from counsel to the Lenders; (x) the Agency Fee Letter; (xi) all requisite releases, indemnitees and applicable ancillary documentation in respect of any departing agent and lenders under the Existing Credit Agreement; (b) receipt by the Agent and the Lenders of the following (each of which shall be in form and substance satisfactory to the Lenders): (i) evidence of the registration, filing and recording of the Security in all applicable offices or places of registration; (ii) satisfactory Lien searches or similar evidence from each applicable jurisdiction confirming no registered Liens, which are not Permitted Encumbrances, other than those in respect of which satisfactory releases and/or discharges have been provided to the Agent; (iii) satisfactory evidence that all governmental and third party approvals necessary or advisable in connection with both the Loan Parties’ execution and delivery of the Documents, and the performance of their respective obligations thereunder, have been obtained and are in full force and effect; (iv) a certificate of status, certificate of good standing, partnership declaration or similar evidence as to the creation or existence of each Borrower Group Member under the Laws of its jurisdiction of formation; (v) an insurance certificate from the Borrower’s insurance broker evidencing that, among other things, the Collateral Trustee (on behalf of itself and the Secured Parties under the Intercreditor Agreement) is first loss payee and additional insured, as applicable, in relation to the insurance of the Loan Parties as required hereunder; (vi) the Borrower’s cash flow budgets, projected production volumes and budget capital expenditures (on a quarterly basis) for the 2017 and 2018 Fiscal Years; and (vii) all documentation and other information requested by a Lender the Agent or any Lender, in each case acting reasonably, in connection with “know your customer” requirements and AML Legislation will have been provided at least three Business 5 Banking Days prior to the Effective Closing Date, Revolving Credit Notes payable to the order of each Lender.; (iic) Certified copies there has been no change which would have a Material Adverse Effect on the Borrower since December 31, 2016; (d) no Default or Event of Default shall have occurred or shall occur as a result of the resolutions execution and delivery of the Board of Directors Documents and the Borrower shall have certified the same in the Closing Certificate; (e) each of the Company approving this Agreement representation and warranties set out in Section 12.1 shall be true and correct and the Notes, and Borrower shall have certified the same in the Closing Certificate; and (f) the payment of all documents evidencing other necessary corporate action fees and governmental approvals, if any, with respect to this Agreement and expenses (including agency fees) which are payable by the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory Borrower to the Agent and the Lenders, as the case may be, in connection with the Credit Facilities. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement and each Incremental Revolving Credit Lender’s obligation to provide its respective Incremental Revolving Credit Commitment shall become effective on and as only upon the satisfaction of the first following conditions precedent (upon satisfaction of such conditions, such date (being referred to in this Agreement as the “Effective Date”) on which the following conditions precedent have been satisfied:): (a) As The Administrative Agent shall have received a counterpart signature page of this Agreement duly executed by each of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedLoan Parties and the Incremental Revolving Credit Lenders. (b) As The Administrative Agent and the Incremental Revolving Credit Lenders shall have been reimbursed or paid all costs, expenses, fees and other amounts previously agreed in writing by any of them with the Borrower to be earned, due and payable on or prior to the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending orincluding, to the knowledge extent invoiced, reimbursement or payment of the Companyall reasonable out-of-pocket expenses (including reasonable costs, threatened before expenses, fees, charges and disbursements of counsel) required to be reimbursed or paid by any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or Loan Party under any Note or the consummation of the transactions contemplated herebyLoan Document. (c) As The representations and warranties set forth in Section 6 of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements this Agreement shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained correct in Section 4.01 are correct all material respects on and as of the Effective Date, andexcept to the extent such representations and warranties expressly relate to an earlier date and except that such materiality qualifier shall not be applicable to any representation and warranty that is already qualified by materiality. (iid) No event has occurred The Incremental Revolving Credit Lenders shall have received all documentation and is continuing that constitutes other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (e) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Incremental Revolving Credit Lenders, a Defaultwritten opinion of Xxxx Xxxxx & Xxxx PLC, counsel for the Borrower, or such other or additional counsel for the Borrower reasonably acceptable to the Administrative Agent, (A) dated as of the Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Arrangers and the Incremental Revolving Credit Lenders, and (C) covering such matters relating to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (f) The Administrative Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior certificate as to the Effective Dategood standing of the Borrower as of a recent date, Revolving Credit Notes payable to from the order Secretary of each Lender. State of the state of its organization; (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures each Loan Party dated as of the officers Effective Date and certifying (A) that attached thereto is a true and complete copy of the Company authorized by-laws of such Loan Party as in effect on the Effective Date and at all times since a date prior to sign the date of the resolutions described in clause (B) below (or in the alternative, a certification by such Loan Party as to no changes to the by-laws since the date of the last secretary’s certificate delivered to the Administrative Agent), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such Loan Party authorizing the execution, delivery and performance of this Agreement and the Notes Transactions to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or in the alternative, a certification by such Loan Party as to no changes to the certificate or articles of incorporation since the date of the last secretary’s certificate delivered to the Administrative Agent), and (D) as to the incumbency and specimen signature of each officer executing this Agreement, any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) such other documents to be delivered hereunderas the Administrative Agent may reasonably request. (ivg) Favorable opinions The representations and warranties set forth in Article III of one or more counsel the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the Companyextent such representations and warranties expressly relate to an earlier date and except that such materiality qualifier shall not be applicable to any representation and warranty that is already qualified by materiality. (h) At the time of and immediately after giving effect to the establishment of the Incremental Revolving Commitments, no Default or Event of Default shall have occurred and be continuing. (i) After giving effect to the establishment of the Incremental Revolving Credit Commitments, the total amount of Incremental Revolving Credit Commitments shall not exceed the Incremental Revolving Credit Amount. (j) The Administrative Agent shall have received a certificate, dated as of the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (g), (h) and (i) of this Section 5. (k) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory the Administrative Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Agent and the Lendersthis Agreement, are Solvent. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Except as otherwise provided herein, the Agreement shall become effective on and as upon the satisfaction or waiver in writing by each of the first date (the “Effective Date”) on which parties of all of the following conditions precedent have been satisfied:(the "Effective Date"): (a) As Approval of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed.Agreement and the transactions contemplated thereby by the requisite lenders under the Credit Agreement; (b) As Execution by such of the Effective Datefollowing Plans of renegotiated contracts as contemplated by the Transition Plan effective January 1, there shall exist no action1999 and incorporating such Plans' agreements to pay retroactive premium adjustments due thereunder to MPN in the aggregate amount of not less than Ten million dollars: Aetna U.S. Healthcare, suitFoundation Health Systems, investigationInc. (including Health Net and Foundation Health), litigation or proceeding affecting Prudential Health Care Plans, Inc., United HealthCare of California, Inc. and Wellpoint Health Networks (including Blue Cross of California and California Care); (c) Assumption by Plans constituting 95% of capitation amounts payable to MPN for the Company or any month of its Subsidiaries pending orMay 1999 of institutional risk effective by July 1, 1999. For purposes of this Agreement, the parties agree not to characterize the knowledge legal implications of such assumption, other than the Companyassumption of institutional risk; provided, threatened before any courthowever, governmental agency or arbitrator that (i) could be reasonably likely such assumption shall not affect any Claim a Plan may have against MPN concerning damages related to such assumption of institutional risk, and (ii) any obligations to pay institutional capitation to MPN under the Plan Agreements or the Plan Stipulation subsequent to the applicable date of assumption of institutional risk shall have a Material Adverse Effect that has not been publicly disclosed terminated by order of the Bankruptcy Court prior to the due date hereof or (ii) could reasonably be likely to affect and the legality, validity or enforceability making of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect.such payment; (d) As Authorization and approval by the Bankruptcy Court of MPN's execution and performance of the Effective DateAgreement. As used in this Section, the Company date on which authorization and approval by the Bankruptcy Court occurs shall have paid all reasonable accrued fees and expenses mean the date on which the order of the AgentBankruptcy Court approving this Agreement as it relates to MPN becomes a Final Order, unless the Syndication Agentsrequirement of finality is waived by the Special Monitor-Examiner, the Lead Arrangers MPN, MedPartners, and the Lenders (including Creditors Committee, in which case such date shall be the reasonable accrued and invoiced fees and expenses eleventh day following the date on which the Bankruptcy Court enters an order approving this Agreement, unless that order is subject to stay pending appeal, in which case upon such waiver of one counsel to the Agent).date, shall be no earlier than the first Business Day after the expiration of the stay; (e) On The Bankruptcy Court order approving this Agreement shall provide that the Effective Date, the following statements parties hereto (and any parties claiming thereto) shall be true and prohibited from using any funds deposited in the Agent shall have received for MPN California Account otherwise than in accordance with the account terms of each Lender a certificate signed by a duly authorized officer this Agreement; (f) Entry of an order of the Company, dated Bankruptcy Court approving the Second Amended Agreement; (g) Satisfaction or waiver of all the conditions precedent to the SPA Effective Date, stating that:Date (as defined in) the Supplemental Plan Agreement; (h) The Plan of Reorganization Effective Date shall occur; and (i) The representations and warranties contained in Section 4.01 are correct on and No proceeding is pending for the enjoinment, suspension, revocation or termination of this Agreement as of the SPA Effective Date and the Plan Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement The parties hereto agree that this Amendment shall become not be effective until the satisfaction of each of the following conditions precedent: (a) the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the Borrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Revolving Credit Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Existing Revolving Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the credit agreement evidencing the CoBank Borrower Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021, among the U.S. Cellular, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent shall have received payment of all reasonable and invoiced out-of-pocket fees and expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation, negotiation, execution, delivery and administration of this Amendment; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the first date Amendment Effective Date (as defined below), both before and after giving effect to the “Effective Date”) amendments contemplated by this Amendment as if such representations and warranties were being made on which the following conditions precedent have been satisfied: (a) As and as of the Amendment Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, except to the knowledge of the Companyextent that such representations and warranties specifically refer to an earlier date, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements which case they shall be true and correct as of such earlier date, and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in subsections (a) and (b) of Section 4.01 are correct on and as 5.05 of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent Credit Agreement shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory be deemed to refer to the Agent: most recent statements furnished pursuant to subsections (ia) To the extent requested by a Lender at least three Business Days prior to the Effective Dateand (b), Revolving Credit Notes payable to the order respectively, of each Lender. (ii) Certified copies Section 6.01 of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of The initial Purchase Date hereunder is subject to the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of that the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Collateral Agent, the Syndication Agents, the Lead Arrangers Administrative Agent and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the each Purchaser Agent shall have received for the account of (unless otherwise waived), each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, following in form and substance reasonably satisfactory to the Collateral Agent, the Administrative Agent and the Lenders.each Purchaser Agent: (va) An executed copy of this Agreement from each party hereto.A COPY OF THE RESOLUTIONS OR UNANIMOUS WRITTEN CONSENTS, AS APPLICABLE, OF THE BOARD OF DIRECTORS OR MANAGERS OR MEMBER (OR ANY AUTHORIZED SUB-COMMITTEE), AS THE CASE MAY BE, OF EACH OF THE ADT ENTITIES REQUIRED TO AUTHORIZE THE EXECUTION, DELIVERY, AND PERFORMANCE BY SUCH ADT ENTITY OF EACH TRANSACTION DOCUMENT TO BE DELIVERED BY IT HEREUNDER, CERTIFIED BY ITS SECRETARY OR ANY OTHER AUTHORIZED PERSON; (gb) The Agent shall have received evidence of GOOD STANDING CERTIFICATES (iOR THE EQUIVALENT) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and FOR EACH OF THE ADT ENTITIES ISSUED BY THE SECRETARY OF STATE (iiOR THE EQUIVALENT) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.OF THE JURISDICTION IN WHICH EACH SUCH ENTITY IS ORGANIZED; (c) A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF EACH OF THE ADT ENTITIES CERTIFYING THE NAMES AND TRUE SIGNATURES OF THE OFFICERS AUTHORIZED ON ITS BEHALF TO SIGN THE TRANSACTION DOCUMENTS TO BE DELIVERED BY IT (ON WHICH CERTIFICATE THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, EACH PURCHASER AND EACH PURCHASER AGENT MAY CONCLUSIVELY RELY UNTIL SUCH TIME AS SUCH PARTY SHALL HAVE RECEIVED FROM ANY SUCH ADT ENTITY, A REVISED CERTIFICATE MEETING THE REQUIREMENTS OF THIS CLAUSE (C));

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as upon the satisfaction of the first condition set forth in paragraph (a) below; provided that the amendments set forth in Sections 2 through 12, the authorization set forth in Section 13 and the agreement set forth in Section 15 shall become effective only upon the satisfaction, on a date (the “"Effective Date”") on which or prior to February 28, 2004, of each of the following conditions precedent have been satisfied:set forth below (and failing such satisfaction by such date, such amendments, authorization and agreements shall cease to be of any further force or effect): (a) As of the Effective Date, there The Administrative Agent shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedreceived counterparts hereof duly executed and delivered by the Borrower and the Majority Lenders. (b) As The Administrative Agent shall have received such evidence as it shall reasonably have requested as to the corporate power and authority of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting Borrower to enter into this Amendment and to perform its obligations hereunder and under the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Credit Agreement or any Note or the consummation of the transactions contemplated as amended hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized of an officer of the Company, dated Borrower to the Effective Date, stating that: (i) The effect that the representations and warranties contained set forth in Section 4.01 14 are true and correct in all material respects on and as of the Effective Date, and. (iid) No event has occurred The Administrative Agent shall have received the Amendment Fees payable by the Borrower pursuant to Section 14 and is continuing all other fees payable to the Arrangers and the Administrative Agent. (e) The Security Documents shall have been amended as necessary to provide that constitutes a Defaultthe Liens securing the ABL Facilities Obligations will, insofar as they are applicable to cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to Section 2.04(b) of the Credit Agreement, be subordinate to the Liens securing such Letter of Credit reimbursement obligations. (f) The Agent shall have received on or before US Revolving Facility Agreement, the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this ABL Facilities Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this European Facilities Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary shall have been or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to shall simultaneously be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, amended in form and substance a manner reasonably satisfactory to the Administrative Agent to permit the incurrence, issuance and sale of Senior Subordinated-Lien Indebtedness and the other transactions contemplated hereby, in each case in a manner substantially corresponding to the amendments to the Credit Agreement effected hereby, to the extent applicable. The Administrative Agent shall notify the Lenders when it determines that the foregoing conditions have been satisfied and that this Amendment has become fully effective, and such notice shall be conclusive and binding upon the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective and be deemed effective upon Lender's receipt of each of the following in form and substance acceptable to Lender (such date being the "Second Amendment Effective Date"): counterparts of this Amendment duly executed by Borrowers and Lender; a Fee Letter duly executed by Borrowers and acknowledged by Lender and the payment by Borrowers of all fees payable thereunder; an Assumption Agreement duly executed by Xxxxxxxx Xxxxx, the existing Borrowers and the Lender; a Pledge Agreement Supplement duly executed by Parent and Lender with respect to its equity interests in Xxxxxxxx Xxxxx, together with any certificates representing the equity interests pledged thereunder, as well as stock powers with respect thereto endorsed in blank; a Pledge Agreement duly executed by Northern Dye Equities, L.L.C., a Delaware limited liability company ("Northern Dye") and Lender with respect to the Northern Dye's equity interests in Xxxxxxxx Xxxxx, together with any certificates representing the equity interests pledged thereunder, as well as stock powers with respect thereto endorsed in blank; a certificate from the secretary of Xxxxxxxx Xxxxx attesting to the resolutions of Xxxxxxxx Xxxxx'x managing board authorizing its execution, delivery, and performance of this Loan Agreement and the other Loan Documents to which Xxxxxxxx Xxxxx is a party and authorizing specific officers of Xxxxxxxx Xxxxx to execute the same; copies of Xxxxxxxx Xxxxx'x Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the secretary of Xxxxxxxx Xxxxx; a certificate of status with respect to Xxxxxxxx Xxxxx, dated on or after July 1, 2003, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Xxxxxxxx Xxxxx, which certificate shall indicate that Xxxxxxxx Xxxxx is in good standing in such jurisdiction; certificates of status with respect to Xxxxxxxx Xxxxx, each dated within 30 days of the Second Amendment Effective Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Xxxxxxxx Xxxxx ) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Xxxxxxxx Xxxxx is in good standing in such jurisdictions; to the extent not already provided to Lender, copies of each of Borrowers' Material Contracts, together with a certificate of the secretary of the applicable Borrower certifying each such document as being a true, correct, and complete copy thereof opinions of Borrowers' counsel, the form and substance of which are satisfactory to Lender; all financing statements required by Lender, duly executed by Xxxxxxxx Xxxxx, and searches reflecting the filing of all such financing statements; a Compliance Certificate dated as of the first date Second Amendment Effective Date; the original subordinated demand intercompany promissory note (the “Effective Date”"Xxxxxxxx Xxxxx Note") on executed by Xxxxxxxx Xxxxx in favor of Parent, together with a note power with respect thereto endorsed in blank; an intercreditor agreement, the form and substance of which are satisfactory to Lender, duly executed by Congress Financial Corporation (Southern) and Lender with respect to the following conditions precedent have been satisfied: (a) As proceeds held in escrow pursuant to that certain Escrow agreement dated as of the Effective Date, there shall have occurred no Material Adverse Change since December July 25, 2010 that has not been publicly disclosed. 2003 among Rite, Parent, Haynsworth Xxxxxxx Xxxx, P.A., as escrow agent, and Congress Financial Corporation (bSouthern); a Collateral Access Agreement in favor of Lender executed by Rite with respect to Inventory (and the proceeds thereof) As located at the manufacturing facilities of Rite, the Effective Dateform and substance of which is satisfactory to Lender; and such other information, there shall exist no actiondocuments, suit, investigation, litigation instruments or proceeding affecting approvals as Lender or Lender's counsel may reasonably require. CONDITIONS SUBSEQUENT TO EFFECTIVENESS The obligation of Lender to continue to make Advances under the Company Loan Agreement (or any of its Subsidiaries pending or, otherwise extend credit thereunder) is subject to the knowledge of the Companyfulfillment, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the followingdate applicable thereto, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and conditions subsequent set forth below (ii) payment in full the failure by Borrowers to so perform or cause to be performed constituting an Event of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.Default):

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which that the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company The Borrower shall have paid all reasonable fees and expenses of the Administrative Agent, the L/C Issuer and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the AgentAdministrative Agent to the extent invoiced at least two Business Days prior to the Effective Date, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced plus such additional amounts of such fees and expenses as shall constitute a reasonable estimate of one counsel such fees and expenses incurred or to be incurred through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent)). (eb) On the Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer Director of the CompanyBorrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date, ; and (ii) No event has occurred and is continuing that constitutes a Default. (fc) The Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentAdministrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) To the extent Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a Lender at least three Business Days prior to the Effective DateLender, Revolving Credit Notes a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iiiii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Company Borrower and the Guarantor approving this Agreement Agreement, the Notes and the NotesGuaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this Agreement Agreement, the Notes and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Companyeach Guaranty. (iiiiv) A certificate of the Director, Secretary or an Assistant Secretary of the Company each Loan Party certifying the names and true signatures of the officers of the Company such Loan Party authorized to sign this Agreement and the Notes Loan Documents to which it is a party and the other documents to be delivered hereunder. (ivv) Favorable opinions The Parent Guaranty duly executed by the Parent. 68457597_7 (vi) An opinion of one or more Xxxxxx & Bird LLP, counsel for the Loan Parties, in substantially the form of Exhibit E attached hereto. (vii) An opinion of Linklaters, English counsel for the Borrower, in substantially the form of Exhibit F attached hereto and to such other matters as any Lender through the CompanyAdministrative Agent may reasonably request. (viii) An opinion of Xxxxxxx (Bermuda) Limited, Bermuda counsel for the Parent, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and the Borrower. (x) A certificate signed by the chief financial officer of the Parent certifying the current Debt Ratings. (d) The Administrative Agent shall have received the Consolidated financial statements of the Parent and its Subsidiaries for the fiscal year ended December 31, 2014 and the fiscal quarter ended March 31, 2015, in form and substance reasonably satisfactory to the Agent and the LendersAdministrative Agent. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement Amendment and Waiver shall become not be effective on and as of until the first date (the “Effective Date”) on which the following conditions precedent Administrative Agent shall have been satisfiedreceived: (a) As executed signature pages from each Borrower, each of the Effective DateGuarantors, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed.the Administrative Agent and all Lenders of this Amendment and Waiver; (b) As copies of all agreements and documents executed or delivered in connection with this Amendment and Waiver, and any and all consents obtained in connection herewith, and copies of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.executed Inktomi Agreements; (c) As reimbursement by the Borrowers via wire transfer for the Administrative Agent of its fees and expenses and for Special Counsel's fees and expenses rendered through the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect.date hereof; (d) As receipt by the Administrative Agent of a retainer in the Effective Date, amount of $150,000 for the Company shall have paid all reasonable accrued Administrative Agent's financial consultant to be applied to such financial consultant's fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent).on a monthly basis; (e) On receipt by Administrative Agent, on behalf of Special Counsel, via wire transfer, of a retainer in the Effective Dateamount of $100,000 to reimburse Administrative Agent for legal fees to be incurred by Special Counsel after the date hereof, the following statements shall such retainer to be true held by Special Counsel and the Agent shall have received for the account of each Lender applied to Special Counsel's fees on a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default.monthly basis; (f) The Agent shall have received on or before the Effective Date the followingsuch other documents, each dated such dateinstruments, and certificates, in form and substance satisfactory to the Agent: (i) To Administrative Agent and Lenders, as the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders. (v) An executed copy of Lenders shall deem necessary or appropriate in connection with this Agreement from each party hereto.Amendment and Waiver and the transactions contemplated hereby; and (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries receipt by the lenders party to each of Administrative Agent for the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each account of the Lenders that is a party to any an amendment waiver and restructuring fee of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement$100,000.

Conditions Precedent to Effectiveness. 2.1 This Agreement Amendment shall become effective on upon the satisfaction or waiver by the Administrative Agent and as Lenders of the first date (the “Effective Date”) on which each of the following conditions precedent have been satisfied:(the date of such satisfaction or waiver, the “Fourth Amendment Effective Date”): (a) As The Administrative Agent’s receipt of the Effective Datefollowing, there each of which shall have occurred no Material Adverse Change since December 25be originals or telecopies (followed promptly by originals) unless otherwise specified, 2010 that has not been publicly disclosed. (b) As each of which shall be properly executed by a Responsible Officer of the signing Loan Party, each dated the Fourth Amendment Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, Date and each in form and substance satisfactory to the knowledge Administrative Agent and each of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations executed counterparts of this Amendment from the Administrative Agent, the Borrowers, the Guarantors, each Lender, in each case sufficient in number for distribution to the Administrative Agent, the Administrative Agent’s counsel and warranties contained in Section 4.01 are correct on and as of the Effective Date, andCompany; (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before termination of the Effective Date New Vehicle Floorplan Offset Agreement, executed by the following, each dated such dateparties thereto, in form and substance satisfactory to the Agent:Administrative Agent and the New Vehicle Swing Line Lender; and (iii) a termination of the New Vehicle Automated Sweep Agreement, executed by the parties thereto, in form and substance satisfactory to the Administrative Agent and the New Vehicle Swing Line Lender. (i) To Upon the extent requested by a reasonable request of any Lender made at least three ten (10) Business Days prior to the Fourth Amendment Effective Date, Revolving Credit Notes payable each Borrower shall have provided to the order of each such Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing such Lender shall be reasonably satisfied with, the documentation and other necessary corporate action information so requested in connection with applicable “know your customer” and governmental approvals, if any, with respect to this Agreement anti-money-laundering rules and the Notesregulations, including, without limitation, copies of the articles of incorporation Act, in each case at least three (3) Business Days prior to the Fourth Amendment Effective Date and bylaws of (ii) at least three (3) Business Days prior to the CompanyFourth Amendment Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (iiic) A certificate The Company shall have paid all reasonable accrued fees, charges and disbursements of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the Agent extent invoiced prior to or on the Fourth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Lenders. closing proceedings (v) An executed copy provided that such estimate shall not thereafter preclude a final settling of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to accounts between the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementAdministrative Agent).

Conditions Precedent to Effectiveness. This Agreement and the obligations of the Lender Parties hereunder shall become effective on and as of the first date (the “Effective Date”) on which , subject to satisfaction of the following conditions precedent have been satisfiedprecedent: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Administrative Agent shall have received on or before the Effective Date the following, each dated such dateday, in form and substance satisfactory to the AgentLender Parties and (except for the Notes) in sufficient copies for each Lender Party: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit The Notes payable to the order of each Lenderthe Lenders, respectively. (ii) Certified copies of the resolutions of the Board of Directors of the Company Borrower approving this Agreement and the Noteseach Loan Document, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies the required approval of the articles of incorporation and bylaws of the CompanyPUC, with respect to each such Loan Document. (iii) A certificate of the Secretary or an Assistant Secretary of the Company Borrower certifying the names and true signatures of the officers of the Company Borrower authorized to sign this Agreement and the Notes each Loan Document and the other documents to be delivered hereunder. (iv) Favorable opinions A favorable opinion of one or more Xxxxxxx & XxXxxx, P.A., counsel to for the CompanyBorrower, substantially in the form of Exhibit E hereto. (v) A favorable opinion of Winthrop, Stimson, Xxxxxx & Xxxxxxx, special counsel for the Borrower, substantially in the form of Exhibit F hereto. (vi) A favorable opinion of Xxxxx & Xxxxxx as Arizona counsel for the Borrower, substantially in the form of Exhibit G hereto. (vii) A favorable opinion of Shearman & Sterling, counsel for the Agents, in form and substance reasonably satisfactory to the Agent and the LendersAgents. (vb) An executed copy The Borrower shall have paid all fees and expenses of this Agreement from each party heretothe Agents and the Lender Parties, including the accrued fees and expenses of counsel to the Agents payable on or before the Effective Date. (gc) The Agent On the Effective Date, the Bond Ratings by Xxxxx'x and S&P shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company be at least Ba1 and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementBB+, respectively.

Conditions Precedent to Effectiveness. This The effectiveness of this Amendment and the amendments to the Existing Credit Agreement shall become effective on and as set forth herein are subject to the satisfaction (or waiver) of the first date (the “Effective Date”) on which each of the following conditions precedent have been satisfied:(the date of such satisfaction being the “Fourth Amendment Effective Date” so long as such date occurs on or prior to December 31, 2024): (a) As The prior or substantially simultaneous satisfaction of the Effective conditions set forth in Section 3 (as and to the extent provided therein) and the occurrence of the Fourth Amendment Closing Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed.; (b) As The Specified LSP Acquisition shall be consummated substantially concurrently with the effectiveness of this Amendment in accordance with the terms of the Effective DateSpecified LSP Acquisition Agreement (as in effect on the first date of execution thereof), there and such Specified LSP Acquisition Agreement shall exist no actionnot have been amended, suitsupplemented or modified in any respect, investigationor any provision or condition therein waived, litigation or proceeding affecting any consent granted thereunder (directly or indirectly), by the Company Borrowing Agent or any of its Subsidiaries pending orSubsidiaries, if such amendment, supplementation, modification, waiver or consent would be materially adverse to the knowledge interests of the CompanyLenders or the Administrative Agent (in their respective capacities as such) without the Administrative Agent’s prior written consent (such consent not to be unreasonably withheld, threatened before delayed or conditioned), it being understood and agreed that any court, governmental agency amendment or arbitrator that (i) could be reasonably likely modification to have a the definition of the term “Material Adverse Effect that has not been publicly disclosed prior Effect” in the Specified LSP Acquisition Agreement (as in effect on the first date of execution thereof) will be deemed to be materially adverse to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation interests of the transactions contemplated herebyLenders and the Administrative Agent (in their respective capacities as such). (c) As All Specified LSP Indebtedness shall be funded substantially simultaneously with the consummation of the Effective DateSpecified LSP Acquisition and the effectiveness of this Amendment, all governmental subject to the conditions precedent thereto contained in the documentation therefor (which conditions shall be consistent with customary “limited conditionality” provisions and third party consents and approvals necessary reasonably satisfactory to the Administrative Agent), without any waiver, consent, amendment or other modification that would be materially adverse to the interests of the Lenders or the Administrative Agent (in connection with the transactions contemplated hereby, if any, shall have been obtained (their respective capacities as such) without the imposition of any conditions that are Administrative Agent’s prior written consent (such consent not acceptable to the Lenders) and shall remain in effectbe unreasonably withheld, delayed or conditioned). (d) As The Administrative Agent’s receipt of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party to the extent that a Loan Party is a party thereto, each dated such date, the effective date of this Amendment and each in form and substance satisfactory to the AgentAdministrative Agent and each of the Lenders party to this Amendment: (i) To the extent requested Notes duly executed by a Lender at least three Business Days prior to the Effective Dateeach Borrower (including, Revolving Credit Notes payable to the order if applicable, any New Borrowers (as defined below)) in favor of each Lender.Lender requesting Notes; (ii) Certified copies of a duly executed Guarantor Joinder and joinder agreement by LSP, ACE Aggregates, LLC, a Texas limited liability company, Pelican Asphalt Company LLC, a Texas limited liability company, and Lone Star Materials & Asphalt, LLC a Texas limited liability company (collectively, the resolutions of “New Loan Parties”) joining LSP as a Borrower (“New Borrower”) and each other New Loan Party as a Guarantor under the Board of Directors of the Company approving this Credit Agreement and the Notesother Loan Documents; (iii) a duly executed Security Agreement Supplement by each New Loan Party and all requirements in connection therewith (including lien searches, any certificated equity and related powers, UCC filings and as applicable, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office and related perfection actions); (iv) a certificate of each of the Loan Parties signed by a Responsible Officer, dated the Fourth Amendment Effective Date certifying that no Event of Default under Section 10.1(a), (f) or (g) has occurred and is continuing both immediately before and immediately after giving effect to the Specified LSP Acquisition and any Indebtedness incurred in connection therewith; (v) a certificate dated the Fourth Amendment Effective Date and signed by a Responsible Officer of each New Loan Party, certifying as appropriate as to: (A) all action taken by such Loan Party to validly authorize, duly execute and deliver any Loan Documents executed and delivered in connection herewith and attaching copies of such resolution or other corporate or organizational action; (B) the names, authority and capacity of the Responsible Officers authorized to sign any Loan Documents executed and delivered in connection herewith and their true signatures; and (C) copies of its organizational documents evidencing as in effect on the Fourth Amendment Effective Date, to the extent applicable, certified as of a sufficiently recent date prior to the Fourth Amendment Effective Date by the appropriate state official where such documents are filed in a state office together with certificates from the appropriate state officials as to due organization and the continued valid existence and good standing in the state of its organization; (vi) written opinion(s) of counsel for the New Loan Parties, dated as of the Fourth Amendment Effective Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent; (vii) evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary corporate action or desirable in order to perfect the Liens created under the Loan Documents have been taken; provided that to the extent any such actions, recordings or filings is required under the terms of the Specified LSP Indebtedness but is not required by the terms of the Specified LSP Indebtedness to be provided until after the closing thereof, such actions, recordings or filings shall not be a condition to effectiveness hereunder but shall be required to be delivered by the earlier of (x) 90 days (or such later time as the Administrative Agent may agree) after the Fourth Amendment Effective Date (as such date may be extended by the Administrative Agent in its sole discretion) and governmental approvals, if any, (y) the date of provision thereof with respect to this any Specified LSP Indebtedness; and (viii) a duly executed Applicable Intercreditor Agreement between the Administrative Agent and Bank of America, N.A., as administrative agent with respect to any Specified LSP Indebtedness (in such capacity, the “Specified LSP Indebtedness Agent”) incurred on or about the Fourth Amendment Effective Date, and acknowledged by the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent and the NotesSpecified LSP Indebtedness Agent. (e) The Administrative Agent shall have received, at least 3 business days prior to the Fourth Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, copies of the articles of incorporation PATRIOT Act and bylaws of to the Companyextent required thereby, the Beneficial Ownership Regulation, that has been reasonably requested in writing by any Lender at least 5 business days prior to the Fourth Amendment Effective Date. (iiif) A certificate The Borrowers shall have paid in full all fees payable in connection with this Amendment as of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party heretoFourth Amendment Effective Date. (g) The Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable and documented out-of-pocket fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date of this Amendment, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 11.3 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence of notice from such Lender prior to the proposed Fourth Amendment Effective Date specifying its objection thereto. The parties hereto understand and agree that the amendments to the Existing Credit Agreement set forth herein (i) shall not become effective until the termination Fourth Amendment Effective Date, (ii) shall be deemed to become effective on the Fourth Amendment Effective Date immediately prior to the documentation effectuating any Specified LSP Indebtedness and the funding thereof, (iii) shall become effective on the Fourth Amendment Effective Date immediately prior to the consummation of the commitments to make extensions of credit Specified LSP Acquisition pursuant to the Company Specified LSP Acquisition Agreement and (iv) shall not become effective in any event unless the Fourth Amendment Effective Date occurs on or prior to December 31, 2024. The Administrative Agent and the Borrowing Subsidiaries by Agent will notify the lenders party to each Lenders of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each occurrence of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementFourth Amendment Effective Date.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 2531, 2010 2022 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (vi) If reasonably requested by any Lender at least ten days prior to the Effective Date, such documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (vii) At least five days prior to the Effective Date, for each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 2528, 2010 2019 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (vi) If reasonably requested by any Lender at least ten days prior to the Effective Date, such documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (vii) At least five days prior to the Effective Date, for each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements Agreement and (ii) payment in full of all amounts owing under each of the Existing Credit AgreementsAgreement. Each of the Lenders that is a party to any of the Existing Credit Agreements Agreement hereby waives the requirement of prior notice of termination of the commitments under each the Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement Subject to the proviso to this Section 5, this Amendment shall become be effective on and as upon satisfaction of the first date (the “Effective Date”) on which the following conditions precedent (the date on which such conditions have been satisfied:, the “Amendment Effective Date”): (a) As Receipt by the Domestic Administrative Agent of counterparts of this Amendment duly executed by the Effective DateBorrowers, there shall have occurred no Material Adverse Change since December 25the Guarantors, 2010 the Required Lenders, the Required Domestic Revolving Lenders, the Required Canadian Revolving Lenders and Bank of America, N.A., as Administrative Agent; (b) Receipt by the Domestic Administrative Agent (i) for the account of (x) each Lender that has the right under the Credit Agreement to approve this Amendment and that has executed this Amendment on or prior to 12:00 noon, New York City time, on July 15, 2009 and (y) each other Lender that has the right under the Credit Agreement to approve this Amendment and that has not been publicly disclosed. given the opportunity to access this Amendment and consent thereto (b) As each of the Effective DateLenders described in the foregoing clauses (x) and (y), there shall exist no actiona “Consenting Lender”), suitof a fee equal to 0.50% of the aggregate amount of each such Consenting Lender’s Canadian Revolving Commitment, investigationCanadian Swing Line Commitment, litigation or proceeding affecting Domestic Revolving Commitment and portion of the Company or any Term Loan outstanding (determined, in the case of its Subsidiaries pending orthe Canadian Revolving Commitments, Canadian Swing Line Commitment and Domestic Revolving Commitments, after giving pro forma effect to the knowledge of Commitment reductions contemplated by Section 2 hereof) (it being understood that such fee shall not become payable to any Lender unless the Company, threatened before any court, governmental agency or arbitrator that (iAmendment Effective Date occurs) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or and (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders Administrative Agents (including reasonable attorneys’ fees of the reasonable accrued Administrative Agents) in connection with the Loan Documents; (c) Receipt by BAS of all fees, expenses and invoiced fees other amounts that have become due and expenses payable to BAS, in its capacity as arranger of one counsel the Amendment, on or prior to the Agent).Amendment Effective Date pursuant to that certain letter agreement dated as of June 30, 2009 between GGC and BAS; (ed) On the Effective DateReceipt by any Administrative Agent of such other documents (including legal opinions), the following statements shall be true instruments, agreements and the Agent shall have received for the account of each Lender a certificate signed information as reasonably requested by a duly authorized officer of the Company, dated the Effective Date, stating that:such Administrative Agent; and (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent 2009 Exchange Transaction shall have received on been consummated (or before shall be consummated substantially simultaneously with the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy effectiveness of this Agreement from each party hereto. (gAmendment) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each if the aggregate principal amount of the Existing Credit Agreements. Each 2003 Senior Notes, the 2006 Senior Notes and the 2006 Senior Subordinated Notes that are exchanged pursuant to the 2009 Exchange Transaction is less than the percentage previously communicated to the Lenders by the Administrative Agent of the Lenders that is a party aggregate outstanding principal amount thereof immediately prior to any the effectiveness of the Existing Credit Agreements hereby waives 2009 Exchange Transaction, the requirement of prior notice of termination Required Lenders, the Required Domestic Revolving Lenders and the Required Canadian Revolving Lenders shall have confirmed (orally or in writing) to the Domestic Administrative Agent that they are satisfied with the amount of the commitments under each Existing Credit Agreement2003 Senior Notes, the 2006 Senior Notes and the 2006 Senior Subordinated Notes that shall be exchanged pursuant to the 2009 Exchange Transaction; provided, however, that the amendments set forth in Section 4 (and no other provision of this Amendment) shall become effective upon satisfaction of the condition set forth in Section 5(a).

Conditions Precedent to Effectiveness. This Agreement The parties hereto agree that this Amendment shall become not be effective until the satisfaction of each of the following conditions precedent: (a) the Administrative Agent shall have received a copy of this Amendment duly completed, executed and delivered by the Required Lenders, the Borrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (c) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Revolving Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (d) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Senior Term Loan Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (e) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Parent Term Loan Facility, which shall be in form and substance reasonably acceptable to the Administrative Agent; (f) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of December 17, 2021 (and as amended, restated, supplemented or otherwise modified from time to time), among the Borrower, the lenders party thereto, Citibank, N.A., as administrative agent, and Export Development Canada, as a mandated lead arranger and a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; (g) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Credit Agreement, dated as of November 9, 2022 (and as amended, restated, supplemented or otherwise modified from time to time), among Telephone and Data Systems, Inc., as borrower, the lenders party thereto and Export Development Canada, as a lender, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (h) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the first date Amendment Effective Date (as defined below), both before and after giving effect to the “Effective Date”) amendments contemplated by this Amendment as if such representations and warranties were being made on which the following conditions precedent have been satisfied: (a) As and as of the Amendment Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, except to the knowledge of the Companyextent that such representations and warranties specifically refer to an earlier date, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements which case they shall be true and correct as of such earlier date, and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in subsections (a) and (b) of Section 4.01 are correct on and as 5.05 of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent Credit Agreement shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory be deemed to refer to the Agent: most recent statements furnished pursuant to subsections (ia) To the extent requested by a Lender at least three Business Days prior to the Effective Dateand (b), Revolving Credit Notes payable to the order respectively, of each Lender. (ii) Certified copies Section 6.01 of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as The effectiveness of this Amendment is subject to the first date (the “Effective Date”) on which the following conditions precedent that the Agents shall have been satisfiedreceived: (a) As counterparts hereof duly executed by each of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed.parties hereto, (b) As (x) copies of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, proper financing statements (Form UCC-1) to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that be filed in (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or office of the Secretary of State of the State of Indiana naming Guidant Delaware Holding Corporation (“Guidant Holding”) as assignee/secured party and Guidant Sales LLC (“Guidant Sales”) as assignor/debtor (and Cardiac Pacemakers, Inc. (“CPI”), as assignor/secured party), (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation office of the transactions contemplated hereby.Secretary of State of the State of Minnesota naming BSX as assignee/secured party and CPI as assignor/debtor (and Guidant Holding, as assignor/secured party), and (iii) the office of the Secretary of State of the State of Delaware naming BSX as assignee/secured party and Guidant Holding as assignor/debtor, in each case, describing in reasonable detail the Acquired Receivables acquired by BSX pursuant to the Assignment and Assumption Agreement effective as of July 31, 2010 (together with the Assignment and Assumption Agreement effective as of July 31, 2010 between Guidant Sales and CPI and the Assignment and Assumption Agreement effective as of July 31, 2010 between CPI and Guidant Holding, the “Guidant Assignment Agreement”), between BSX and Guidant Holding and (y) a copy of a proper financing statement (Form UCC-3) to be filed in the office of the Secretary of State of the State of Indiana naming BSX as assignee/secured party and Guidant Holding as assignor/secured party assigning to BSX as a mater of record the UCC-1 financing statement described in preceding clause (x)(i); (c) As written search reports listing all effective UCC financing statements that name Guidant Sales, CPI and Guidant Holding as debtor, seller or assignor and that are filed in the States of Indiana, Minnesota and Delaware, respectively, together with copies of such financing statements (none of which, except for those that have been terminated or described in the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if anyforegoing subsection (b), shall have been obtained (without the imposition of cover any conditions that are not acceptable Receivable or any Related Asset related to any Receivable which is to be sold or contributed by BSX to the Lenders) and shall remain in effect.Borrower under the Receivables Sale Agreement); and (d) As evidence of the Effective Date, the Company shall have paid all reasonable accrued fees execution and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed delivery by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each parties thereto of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Guidant Assignment Agreement.

Conditions Precedent to Effectiveness. This Agreement shall become be effective on and as upon satisfaction of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that that: (i) could be each Transaction Document shall have been duly executed by, and (except for the Collateral Agent and Collateral Custodian Fee Letter) delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and certificates as the Administrative Agent shall reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary request in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the followingthis Agreement, each dated such date, in form and substance satisfactory to the Administrative Agent: ; (ii) the Administrative Agent shall have received satisfactory evidence that the Borrower, the Transferor and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement USActive 60058040.8 -94- and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby or thereby; (iii) the Collateral Manager, the Equityholder, the Transferor and the Borrower shall each have delivered to the Administrative Agent a certificate as to whether such Person is Solvent in the form of Exhibit M; (iv) the Borrower, the Transferor and the Collateral Manager shall have delivered to the Administrative Agent a certification that no Unmatured Event of Default, Event of Default or Collateral Manager Termination Event has occurred and is continuing; (v) the Administrative Agent shall have received (i) To the extent requested by a Lender at least three Business Days prior executed legal opinion or opinions of Dechert LLP, special counsel to the Effective DateBorrower, Revolving Credit Notes payable to the order Equityholder, the Transferor and the Collateral Manager covering due formation, good standing, due authorization, enforceability, Grant and perfection of each Lender. the security interests on the Collateral Portfolio (including no conflict with laws and non-contravention opinions as well as opinions that the Borrower will not be an “investment company” under the 1940 Act) and (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary executed legal opinion or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more Dechert LLP, special counsel to the CompanyBorrower and the Equityholder covering non-consolidation of the Borrower with the Equityholder, in each case, in form and substance reasonably satisfactory acceptable to the Administrative Agent in its reasonable discretion; (vi) the Borrower shall have received the executed legal opinion or opinions of Xxxxx Lord LLP, counsel to the Collateral Agent, the Collateral Custodian, the Account Bank and the Securities Intermediary, covering enforceability as to U.S. law of the Transaction Documents to which each such Person is a party; (vii) the Citi Arranger, the Administrative Agent and the Lenders. , as applicable, shall have received the Lender Fee, the Arranger Fee and any other fees (vincluding fees, disbursements and other charges of counsel to the Administrative Agent) An executed copy to be received on the Closing Date referred to herein or in any other Transaction Document; (viii) the Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; (ix) all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement from each party hereto. and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent; (gx) The if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received evidence of (i) the termination Beneficial Ownership Certification in respect of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.Borrower;

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 2531, 2010 2016 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied; provided that if the following conditions are not satisfied by February 14, 2014, this First Amendment shall not become effective and shall be of no force or effect with respect to the Credit Agreement: 1. The Borrower, the Administrative Agent and each other Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to the Administrative Agent. 2. The Administrative Agent shall have received favorable customary legal opinion of Xxxxx Day, counsel to the Credit Parties addressed to the Administrative Agent and each of the Lenders party to the Credit Agreement on the First Amendment Effective Date and dated the First Amendment Effective Date covering such matters incidental to this First Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request. 3. The Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of the Credit Agreement and the Credit Documents, in each case as modified by this First Amendment, certified as of the First Amendment Effective Date by an Authorized Representative and attested to by another Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) good standing certificates for the Borrower from the jurisdiction in which the Borrower is organized. 4. All of the representations and warranties made pursuant to Part III hereof shall be true and correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the first First Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (the y) any representation or warranty that is qualified as to “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no materiality,” “Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation Effect” or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements similar language shall be true and correct in all respects on such specified date). 5. Since December 29, 2012, nothing shall have occurred (and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 6. No litigation by any entity (private or governmental) shall be pending or threatened in writing with respect to the Credit Agreement, any other Credit Document or any other documentation executed in connection herewith and therewith or the transactions contemplated hereby and thereby, or which the Administrative Agent shall determine has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 7. The Administrative Agent shall have received payment from the Borrower, for the account of each Lender that executes and delivers a certificate signed by counterpart signature page to this Amendment prior to 10:00 A.M., New York City time, on February 14, 2014 (the “Term Loan Consent Deadline”), a duly authorized officer non-refundable consent fee payable in Dollars in an amount equal to 0.05% of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained Term Loan Commitment of each such existing Lender in Section 4.01 are correct on and effect as of the First Amendment Effective DateDate and in connection with each new Lender, and (ii) No event has occurred and is continuing that constitutes a Defaultthe rate separately agreed with such new Lender. (f) 8. The Borrower shall have paid reasonable and documented out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to Section 13.01 of the Credit Agreement, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent. 9. The Administrative Agent shall have received on such other documents, information or before agreements regarding the Effective Date Borrower as the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Administrative Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreementreasonably request.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 2526, 2010 2015 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on April 19, 2016 (the “Fifth Amendment Effective Date”), if each of the following conditions shall have been satisfied on or prior to such date; provided that if the following conditions are not satisfied by April 19, 2016, this Amendment shall not become effective and shall be of no force or effect with respect to the Credit Agreement: (i) the Borrower, the Administrative Agent, each Issuing Lender and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile, pdf or other electronic transmission) the same to the Administrative Agent; (ii) the Administrative Agent shall have received a favorable customary legal opinion of Xxxxx Day, counsel to the Credit Parties, addressed to the Administrative Agent and each of the Lenders party to the Credit Agreement on the Fifth Amendment Effective Date and dated the Fifth Amendment Effective Date covering such matters incidental to this Amendment and the transactions contemplated hereby as the Administrative Agent may reasonably request; (iii) the Administrative Agent shall have received (A) true and complete copies of resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance of the Credit Agreement and the Credit Documents, in each case as modified by this Amendment, certified as of the Fifth Amendment Effective Date by an Authorized Representative and attested to by another Authorized Representative of the Borrower as being in full force and effect without modification or amendment and (B) good standing certificates for the Borrower from the jurisdiction in which the Borrower is organized; (iv) all of the representations and warranties made pursuant to Section 3 hereof shall be true and correct in all material respects on the Fifth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the first Fifth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (the y) any representation or warranty that is qualified as to “Effective Date”) materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on which the following conditions precedent have been satisfied:such specified date); (av) As of the Effective Datesince January 2, there 2016, nothing shall have occurred no Material Adverse Change since December 25(and neither the Administrative Agent nor the Required Lenders shall have become aware of any facts or conditions not previously known) which the Administrative Agent or the Required Lenders shall determine has had, 2010 that has not been publicly disclosed. (b) As of or could reasonably be expected to have, either individually or in the Effective Dateaggregate, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior Effect; (vi) no litigation by any entity (private or governmental) shall be pending or threatened in writing with respect to the date hereof Credit Agreement, any other Credit Document or (ii) any other documentation executed in connection herewith and therewith or the transactions contemplated hereby and thereby, or which the Administrative Agent shall determine has had, or could reasonably be likely expected to affect have, either individually or in the legalityaggregate, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby.a Material Adverse Effect; (cvii) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company Borrower shall have paid all reasonable accrued fees and documented out-of-pocket expenses of the AgentAdministrative Agent required to be paid or reimbursed pursuant to Section 13.01 of the Credit Agreement, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees documented fees, charges and expenses disbursements of one counsel to for the Administrative Agent).; (eviii) On substantially simultaneously with the Fifth Amendment Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer (x) that certain Second Amendment to Credit Agreement in respect of the Company2013 Credit Agreement, dated of even date herewith, and (y) the Effective Date2016 Term Loan Credit Agreement, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as dated of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such dateeven date herewith, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Companycase, in form and substance reasonably satisfactory to the Agent and the Lenders.Administrative Agent, shall have become effective pursuant to their respective terms; and (vix) An executed copy of this Agreement from each party hereto. (g) The the Administrative Agent shall have received evidence of (i) such other documents, information or agreements regarding the termination of Borrower as the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit AgreementAdministrative Agent shall reasonably request.

Conditions Precedent to Effectiveness. This Agreement Amendment shall become effective on and as upon the satisfaction of the first condition set forth in paragraph (a) below; provided that the amendment and restatement of the Original Credit Agreement provided for in Section 2, the authorization set forth in Section 3 and the agreement in Section 5 shall become effective only upon the satisfaction, on a date (the “"Effective Date”") on which or prior to February 28, 2004, of each of the following conditions precedent have been satisfied:set forth below (and failing such satisfaction by such date, such amendment and restatement, authorization and agreement shall cease to be of any further force or effect): (a) As of the Effective Date, there The Administrative Agent shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedreceived counterparts hereof duly executed and delivered by each Tranche B Term Lender and by Tranche A Term Lenders and Revolving Lenders representing the Majority Banks under the Original Credit Agreement. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the The Administrative Agent shall have received for such evidence as it shall reasonably have requested as to the account organization, existence and good standing of each Lender a certificate signed by a duly authorized officer Credit Party, the corporate power and authority of the CompanyBorrower to enter into this Amendment and to perform its obligations hereunder, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as authorization by the Credit Parties of the Effective Date, and (ii) No event has occurred Transactions and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory any other legal matters relating to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective DateBorrower, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one Credit Parties, the Credit Documents or more counsel to the CompanyTransactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (c) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the LendersLenders and dated the Effective Date) of (i) Xxxxxxxxx & Xxxxxxx, counsel for the Borrower, and (ii) the General Counsel, the Associate General Counsel or an Assistant General Counsel of the Borrower, in each case in a form reasonably satisfactory to the Administrative Agent, and covering such matters relating to the Credit Parties, the Credit Documents or the Transactions as the Administrative Agent or the Majority Lenders shall reasonably request. (vd) An executed copy The Administrative Agent shall have received a certificate of this an officer of the Borrower to the effect that the representations and warranties set forth in Section 4 and in the Restated Credit Agreement from each party heretoare true and correct in all respects material to the rights or interests of the Lenders on and as of the Effective Date. (e) At the time of and immediately after the Effective Date, the Borrower and the other Credit Parties shall be in compliance with all the terms and provisions set forth herein, in the Restated Credit Agreement and in the other Credit Documents in all respects material to the rights or interests of the Lenders, and at the time of and immediately after the Effective Date, no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate of an officer of the Borrower to that effect. (f) The Administrative Agent shall have received the Amendment Fees payable by the Borrower pursuant to Section 5 and all other fees payable to the Arrangers and the Administrative Agent. (g) The Agent Guarantee and Collateral Agreement shall have received evidence been amended to provide that all the Obligations will be secured by a second Lien, junior to the Lien securing the US Term Facility Obligations, the US Revolving Facility Obligations, the US Miscellaneous Obligations and the Collateral Agent Obligations, by all the US Facilities Pledged Collateral and the US Facilities Article 9 Collateral (other than any such US Facilities Article 9 Collateral constituting Indenture Properties or "manufacturing facilities", as defined in the Swiss Franc Note Agreement, to the extent the securing of the ABL Facilities Obligations with such Collateral would require that Indebtedness under the Indentures be ratably secured), and by the Borrower's headquarters building in Akron, Ohio; (h) The US Term Facility Agreement and the US Revolving Facility Agreement shall have been amended to require that (i) if proceeds from borrowings under the termination Restated Credit Agreement pursuant to commitments becoming effective substantially concurrently with the Effective Date shall exceed $300,000,000, the Borrower shall prepay loans, cash collateralize reimbursement obligations in respect of letters of credit and reduce commitments under the US Term Facility Agreement and the US Revolving Facility Agreement in an aggregate amount equal to 100% of such proceeds in excess of $300,000,000, net of the commitments to make extensions of credit to aggregate fees and out-of-pocket expenses paid by the Company Borrower in connection with the borrowings under the Restated Credit Agreement and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements related bank amendments and (ii) payment in full of all amounts owing under each the Borrower shall apply 50% of the Existing Net Cash Proceeds of incurrences or issuances of Senior Subordinated-Lien Indebtedness to prepay loans, cash collateralize reimbursement obligations in respect of letters of credit and reduce commitments under the US Term Facility Agreement and the US Revolving Facility Agreement. (i) The US Term Facility Agreement, the US Revolving Facility Agreement and the European Facilities Agreement shall have been or shall simultaneously be amended in a manner reasonably satisfactory to the Administrative Agent to permit the incurrence, issuance and sale of Senior Subordinated-Lien Indebtedness and the other transactions contemplated hereby, in each case in a manner substantially corresponding to the amendments to the Original Credit AgreementsAgreement effected hereby, to the extent applicable. Each of The Administrative Agent shall notify the Lenders when it determines that is a party to any of the Existing foregoing conditions have been satisfied and that this Amendment and the Restated Credit Agreements hereby waives Agreement have become fully effective, and such notice shall be conclusive and binding upon the requirement of prior notice of termination of the commitments under each Existing Credit AgreementLenders.

Conditions Precedent to Effectiveness. This Agreement An Eligible Property that has been approved pursuant to Section 4.3(b)(ii) shall become effective on and be included in the calculation of Collateral Pool Availability as a Collateral Pool Property upon the delivery of each of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance reasonably satisfactory to the Administrative Agent: (iA) To if the Eligible Property is not owned by an existing Subsidiary Guarantor, a Subsidiary Joinder Agreement pursuant to which the Person that owns such Eligible Property (and each other direct or indirect owner of such new Subsidiary Guarantor that is a Subsidiary of the Borrower) becomes a Subsidiary Guarantor, all such Subsidiary Guarantors to be Wholly-Owned Subsidiaries of the Borrower, except to the extent requested otherwise permitted under clause (b) of the definition of “Eligible Property”; (B) a Mortgage securing the Secured Obligations (it being acknowledged that certain Mortgages, with the approval of the Administrative Agent, may provide for a limitation on the principal amount of the Loans and Commitments secured thereby to an amount equal to 110% of the Collateral Pool Property Value of the Eligible Property to which such Mortgage relates), such Mortgage to include an Assignment of Leases and Rents and Assignment of Licenses, Permits and Contracts, unless otherwise required by a Lender at least three Business Days prior the Administrative Agent; (C) an Environmental Indemnity in form and substance substantially similar to the Effective Environmental Indemnity executed and delivered by the Loan Parties as of the Closing Date, Revolving Credit Notes payable to the order of each Lender.; (iiD) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of evidence that all documents evidencing other necessary corporate action and governmental approvals, if any, Leases with respect to this such Eligible Property name the applicable Subsidiary Guarantor as “landlord” or “lessor” thereunder, whether by amendment, assignment or otherwise; (E) the Management Agreement with respect to such Eligible Property and the Notes, including, without limitation, copies an Assignment and Subordination of Management Agreement in respect of the articles of incorporation and bylaws of the Company.same; (iiiF) A certificate of UCC financing statements and fixture filings required by the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the CompanyAdministrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (G) a title insurance policy, issued by a title insurance company reasonably acceptable to the Administrative Agent (or, as applicable, the delivery of applicable title policy endorsements or a new title policy with tie-in or aggregation endorsements to existing title policies), insuring the lien of the Mortgage as a first lien on the Eligible Property and showing no exceptions to title unacceptable to Administrative Agent other than Eligible Property Permitted Liens and otherwise in form and substance, and with endorsements, reasonably satisfactory to the Administrative Agent (and including copies of all exception documents); (H) an estoppel certificate from the tenant under each commercial Lease at such Eligible Property; (I) a subordination, attornment and non-disturbance agreement with respect to any Major Lease and Leases comprising 75% of the Property NOI derived from commercial Leases for such Real Estate Asset; (J) with respect to any Eligible Property that is a multifamily or other multi-tenant Real Estate Asset, Borrower’s standard form of lease(s); (K) evidence that all applicable Reserve Accounts required by Administrative Agent under Section 6.17 in connection with such Eligible Property (if any) have been opened, and a Deposit Account Control Agreement in respect of the same; (L) an opinion of counsel (including local counsel, as required by the Administrative Agent) to the new Subsidiary Guarantor, addressed to the Administrative Agent and the Lenders.Lenders and in form and substance reasonably satisfactory to the Administrative Agent, in the jurisdiction in which such new Subsidiary Guarantor is organized and an opinion of local counsel admitted to practice in the jurisdiction in which such Eligible Property is located; (vM) An executed copy of this Agreement from each party hereto.the deliverables described in Sections 4.1(d) with respect to the new Subsidiary Guarantor; (gN) The Agent shall have received evidence a Collateral Pool Availability Certificate calculated as of the end of the then most recently ended Measurement Period for which a Collateral Pool Availability Certificate has been delivered pursuant to Section 6.1 (giving Pro Forma Effect to the addition of such Eligible Property as a Collateral Pool Property and any other Collateral Pool Properties added since the end of such Measurement Period); (O) a certificate signed by a Responsible Officer of the Borrower, certifying the following as of the effective date of such Collateral Pool Property Request approval, both immediately before and immediately after giving effect thereto: (A) that no Material Default exists, (B) that the representations and warranties made or deemed made by each Loan Party in the Loan Documents to which it is a party are true and correct in all material respects (or in all respects to the extent that such representations and warranties are already subject to concepts of materiality) on and as of such date with the same force and effect as if made on and as of such date, except (i) the termination of the commitments to make extensions of credit to the Company extent that such representations and the Borrowing Subsidiaries by the lenders party warranties expressly relate solely to each an earlier date (in which case such representations and warranties are true and correct in such respects on and as of the Existing Credit Agreements such earlier date) and (ii) payment to the extent no longer true or correct because of events that do not constitute a Default, and (C) that such Eligible Property satisfies the requirements of an “Eligible Property” set forth in full of the definition thereof and that all amounts owing under each of the Existing Credit Agreements. Each Financial Covenants have been satisfied (setting forth calculations demonstrating such compliance); (P) Lien search results (consistent with Section 4.1(g)), to the extent requested by the Administrative Agent; (Q) any reasonable, actual out-of-pocket fees payable to the Administrative Agent in connection with such Collateral Pool Property Request (including the reasonable fees, charges and disbursements of outside counsel to the Administrative Agent), and any applicable fees set forth in the Fee Letter; (R) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including USA PATRIOT Act, including any SS4 to the extent requested by the Administrative Agent, a properly completed and signed IRS Form W-8 or W-9, as applicable, and the Beneficial Ownership Certification for each such new Subsidiary Guarantor; (S) evidence that no portion of the Eligible Property is located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area, or, if any such Eligible Property is located in such an area, unless the improvements located on such Eligible Property are excluded from the applicable Mortgage (as determined by the Administrative Agent in its sole discretion), flood hazard insurance reasonably acceptable to Administrative Agent and each Lender in its sole discretion; (T) certificates of insurance and endorsements and other evidence reasonably satisfactory to the Administrative Agent of compliance with the insurance requirements of this Agreement; and (U) such other documents, agreements and instruments related to the approval or denial of the Collateral Pool Property Request as the Administrative Agent on behalf of the Lenders that is a party to any may reasonably request. In connection with the addition of the Existing Credit Agreements hereby waives Eligible Property as a Collateral Pool Property and the requirement of prior notice of termination execution and delivery of the commitments under each Existing Credit AgreementMortgage and other applicable Collateral Documents, the Borrower shall be responsible for any reasonable, actual out-of-pocket fees, costs or expenses incurred by Administrative Agent (including the reasonable fees, charges and disbursements of outside counsel to the Administrative Agent); any required mortgage recording, intangibles or transfer taxes; any title insurance premiums; any recording charges or other amounts payable in connection with the recording of the Mortgages and Collateral Documents.

Conditions Precedent to Effectiveness. This Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied: (a) As of the Effective Date, there shall have occurred no Material Adverse Change since December 2526, 2010 2020 that has not been publicly disclosed. (b) As of the Effective Date, there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior to the date hereof or (ii) could reasonably be likely to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (c) As of the Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby, if any, shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect. (d) As of the Effective Date, the Company shall have paid all reasonable accrued fees and expenses of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and invoiced fees and expenses of one counsel to the Agent). (e) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (i) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order of each Lender. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, in form and substance reasonably satisfactory to the Agent and the Lenders. (v) An executed copy of this Agreement from each party hereto. (vi) If reasonably requested by any Lender at least ten days prior to the Effective Date, such documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days prior to the Effective Date. (vii) At least five days prior to the Effective Date, for each Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower. (g) The Agent shall have received evidence of (i) the termination of the commitments to make extensions of credit to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement.

Conditions Precedent to Effectiveness. This Agreement The provisions set forth in Section 3 hereof shall become be effective on and as of the first date (the “"First Amendment Effective Date”") on which each of the following conditions precedent shall have been satisfied:satisfied (or waived in accordance with Section 12.2 of the Credit Agreement): (a) As The Credit Parties and the Requisite Lenders shall have indicated their consent by the execution and delivery of the Effective Date, there shall have occurred no Material Adverse Change since December 25, 2010 that has not been publicly disclosedsignature pages to the Term Agent. (b) As of the First Amendment Effective Date, there the representations and warranties contained herein and in the other Loan Documents shall exist no actionbe true, suit, investigation, litigation or proceeding affecting correct and complete in all material respects on and as of the Company or any of its Subsidiaries pending or, First Amendment Effective Date to the knowledge same extent as though made on and as of the Companythat date, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect that has not been publicly disclosed prior except to the date hereof or (ii) could reasonably be likely extent such representations and warranties specifically relate to affect the legalityan earlier date, validity or enforceability in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of this Agreement or any Note or the consummation of the transactions contemplated herebysuch earlier date. (c) As of the First Amendment Effective Date, all governmental and third party consents and approvals necessary in connection with the transactions contemplated herebyafter giving effect to this First Amendment, if any, no event shall have been obtained (without the imposition occurred and be continuing that would constitute an Event of any conditions that are not acceptable to the Lenders) and shall remain in effectDefault or a Default. (d) As of the Effective Date, the Company The Borrowers shall have paid all reasonable accrued fees fees, costs and expenses owing to counsel to each of the Agent, the Syndication Agents, the Lead Arrangers and the Lenders (including the reasonable accrued and Agents invoiced fees and expenses of one counsel to the Agent). (e) On Borrowers on or before the Effective Date, date hereof and reimbursable by the following statements shall be true and Borrowers under the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer terms of the Company, dated the Effective Date, stating that:Credit Agreement. (i) The representations CLH shall have become a Credit Party under the Credit Agreement, a Guarantor under the Guaranties, a Grantor under the Security Agreement and warranties contained a Pledgor under the Pledge Agreement by executing and delivering to Administrative Agent and Term Agent a Counterpart Agreement, in Section 4.01 are correct on and as substantially the form of the Effective Date, and Annex A hereto; (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent the Agents shall have received on or before the Effective Date the following, each dated such date, in form and substance satisfactory to the Agent: (iA) To the extent requested by a Lender at least three Business Days prior to the Effective Date, Revolving Credit Notes payable to the order sufficient copies of each Lender. organizational document executed and delivered by CLH (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes, including, without limitation, copies the operating agreement of the articles of incorporation and bylaws of the Company. (iii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of one or more counsel to the Company, CLH in form and substance reasonably satisfactory to the Agent Agents) and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the First Amendment Effective Date or a recent date prior thereto; (B) a signature and incumbency certificate of the officers of such Person executing the Loan Documents to which it is a party; (C) resolutions of the board of directors or similar governing body of CLH approving and authorizing the execution, delivery and performance of this Agreement and the Lendersother Loan Documents and the Related Transaction Document to which it is a party or by which it or its assets may be bound as of the First Amendment Effective Date, certified as of the First Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (D) a good standing certificate from the applicable Governmental Authority of CLH's jurisdiction of organization and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the First Amendment Effective Date; and (v) such other documents as the Agents may reasonably request; (E) originally executed copies of the favorable written opinions of counsel for the Credit Parties as to such other matters as Agents may reasonably request, dated as of the First Amendment Effective Date and otherwise in form and substance reasonably satisfactory to the Agents, (F) evidence satisfactory to the Agents of CLH's authorization to file UCC financing statements, (G) the results of a recent search of all effective UCC financing statements made with respect to any personal or mixed property of CLH and (H) any other document reasonably required by either Agent. (vf) An executed copy of this The Group Operating Agreement from each party heretoand the Leiber Holdings, LLC operating agreement shall have been amended to provide for the Leiber Transaction, in form and substance reasonably acceptable to the Agents. (g) The Agent As permitted to be requested pursuant to Section 6.6, the Credit Parties shall have received evidence of (i) the termination of the commitments to make extensions of credit supplemented Schedule 4.2 and Schedule 4.8 to the Company and the Borrowing Subsidiaries by the lenders party to each of the Existing Credit Agreements and (ii) payment in full of all amounts owing under each of the Existing Credit Agreements. Each of the Lenders that is a party to any of the Existing Credit Agreements hereby waives the requirement of prior notice of termination of the commitments under each Existing Credit Agreement, in form and substance reasonably acceptable to the Agents giving effect to the Leiber Transaction.