Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of the following conditions precedent: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of the following conditions precedentsubject to: (a) the receipt by the Administrative Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (bor its counsel) Agent shall have received a fully executed copy of from each of the SWIMS Purchase Agreement Borrower, the Administrative Agent and the SWIMS Subordinated NoteRequired Lenders, each of either (i) an original counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which shall be in full force and effect substantially concurrently with the effectiveness may include facsimile transmission of a signed signature page of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness ) that such party has signed a counterpart of this Amendment; (b) the receipt by the Administrative Agent (or its counsel) from each of the Loan Parties, of either (i) an original counterpart of the Loan Parties’ acknowledgment attached to this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of the Loan Parties’ acknowledgement; (c) no Default the receipt by the Administrative Agent of such documents, resolutions and certificates as the Administrative Agent or Event its counsel may reasonably request relating to the organization, existence and good standing of Default shall have occurred the Loan Parties, the authorization of the entering into and be continuing execution of this Amendment, and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel; (d) the receipt by the Administrative Agent of all fees due and payable to the Administrative Agent and the Lenders signatory hereto in immediately available funds, including a fee equal to twenty five basis points (0.25%) on the aggregate amount of the Revolving Credit Commitment (determined immediately following the effectiveness of this Amendment), the Outstanding Amount of the Term A Loans on the date hereof, and the Outstanding Amount of the Term B Loans on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds payment of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of reasonable legal fees and disbursements for which shall invoices have been (orpresented which have been incurred or sustained by the Administrative Agent in connection with this Amendment and the Credit Agreement, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price Loan Documents and any other related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;documents executed and/or delivered in connection therewith; and (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) delivery to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as Administrative Agent of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified other items, documents, agreements, items or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association actions as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance Administrative Agent may reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectrequest.

Conditions to Effectiveness. This Amendment Agreement, and the rights and obligations of the Parties hereunder, shall become effective only and binding on all Parties immediately upon the satisfaction in full first date (such date, the “Agreement Effective Date”) that each of the following conditions precedentshall have been satisfied: (a) Agent shall have received counterparts hereof, each Debtor has duly executed and delivered by all signature pages to this Agreement to counsel to Consenting Lenders and counsel to the parties heretoConsenting Noteholders; (b) the Administrative Agent shall have received a fully executed copy of each and Consenting Lenders holding, in the aggregate 100% of the SWIMS Purchase outstanding principal amount of all outstanding indebtedness under the Term Loan Agreement (such indebtedness, the “First Lien Loans”) have duly executed and delivered signature pages to this Agreement to counsel to the SWIMS Subordinated Note, each of which shall be in full force Company and effect substantially concurrently with counsel to the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentConsenting Noteholders; (c) no Default or Event Consenting Noteholders who are beneficial owners of Default shall and/or the investment manager of the beneficial owners of, in the aggregate, at least 66 2/3% of the outstanding principal amount of all Second Lien Notes have occurred duly executed and be continuing on delivered signature pages to this Agreement to counsel to the date hereofCompany and counsel to the Consenting Lenders; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under of the Credit Consenting Noteholders’ advisors (which shall include Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, Xxxxxxxx, Inc. and Xxxx Xxxxx LLP as local counsel) as of the day immediately prior to the date of this Agreement shall have been paid in full; and (e) all of the reasonable and this Amendment (including the outstanding documented fees and expenses of the Administrative Agent’s advisors (which shall include Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, including without limitation, legal fees PJT Partners and expensesXxxxx Xxxxxx LLP as local counsel) as of the day immediately prior to the date of this Agreement shall have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectfull.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full of the following conditions precedent, unless specifically waived in writing by Agent: (a) Agent shall have received counterparts hereofthe following documents, each in form and substance satisfactory to Agent and its legal counsel: (i) this Amendment duly executed by Borrowers; (ii) each second amended and delivered restated Note duly executed by all the parties hereto;Borrowers in favor of each existing Lender whose commitment amount is increasing; and (iii) each new Note duly executed by Borrowers in favor of each new Lender. (b) Agent shall have received a fully executed copy of each of The representations and warranties contained herein and in the SWIMS Purchase Credit Agreement and the SWIMS Subordinated NoteOther Documents, as each of which is amended hereby, shall be in full force true and effect substantially concurrently with correct as of the effectiveness of this Amendmentdate hereof, and as if made on the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentdate hereof; (c) no No Default or Event of Default shall have occurred and be continuing on the date hereofcontinuing, unless such Default or Event of Default has been specifically waived in writing by Agent and Lenders; (d) Borrowers have provided All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisitionits legal counsel, and SWIMS’ historical and forecasted profit and loss statements, Borrower shall deliver to Agent a Secretary’s Certificate in form and substance reasonably satisfactory to AgentAgent evidencing the same; (e) Parent National City Bank (successor by merger to National City Bank of Pennsylvania) shall have received (or shallassigned its entire commitment amount to National City Business Credit, substantially concurrently with Inc. through delivery of a duly executed Commitment Transfer Supplement to Agent, such assignment to be effective at least one day prior to the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;this Amendment; and (f) each N M Rothschild & Sons Limited shall assign its entire commitment amount to Agent through delivery of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) a duly executed Commitment Transfer Supplement to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties for immediate reallocation pursuant to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date Section 6.01 hereof, among and such assignment to be effective simultaneously with the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectthis Amendment.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent:; provided that the appointment of Deutsche Bank AG New York Branch set forth in Section 3 hereof shall only be subject to the condition set forth in clause (a) (the date of satisfaction of such conditions being referred to herein as the “Effective Date”): (a) The Administrative Agent (or its counsel) shall have received either (i) a counterpart of this Amendment signed on behalf of the Borrowers and the New Term Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that the Borrowers and the New Term Lenders have signed a counterpart of this Amendment. (b) The Collateral and Guarantee Requirement shall have been satisfied, except as set forth on Schedule 5.18 to the Amended and Restated Credit Agreement, and the Administrative Agent shall have received counterparts (or, with respect to any Non-U.S. Security Documents set forth below which must be executed after the effectiveness of this Amendment, shall be satisfied that it shall, promptly after the effectiveness hereof, receive (as if such Non-US Security Document was set forth on Schedule 5.18 to be delivered prior to the end of the Effective Date)): (i) The following reaffirmation, amendment and release agreements with respect to the other Loan Documents, in each case, duly executed and delivered by all the parties heretoeach party thereto: (A) Reaffirmation and Amendment of Master Guarantee Agreement; (bB) Agent shall have received a fully executed copy Reaffirmation of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentU.S. Collateral Agreement; (cC) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative Amendment to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsABL Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent; (D) French law release letter in respect of French law governed Security Documents which secured the obligations arising from the Existing Credit Agreement; and (E) Security Confirmation Agreement regarding Swiss law governed Security Documents. (ii) The following Non-U.S. Security Documents: (A) Pledge of securities account agreement by Constellium France Holdco S.A.S. in respect of its financial securities in the French Borrower, Constellium Finance S.A.S. and Engineering Products International S.A.S. and related statements of pledge. (B) Pledge of securities account agreement by the French Borrower in respect of its financial securities in Constellium Aerospace S.A.S. and related statement of pledge. (C) Pledge of securities account agreement by Constellium Holdco II B.V. in respect of its financial securities in Constellium France Holdco S.A.S. and related statement of pledge. (D) Pledge of bank account agreement by Constellium France Holdco S.A.S. (E) Pledge of bank account agreement by Constellium Finance S.A.S. (F) Pledge of bank account agreement by the French Borrower. (G) Pledge of bank account agreement by Constellium Aerospace S.A.S. (H) Pledge of bank account agreement by Engineering Products International S.A.S. (I) Pledge of bank account agreement by Constellium Switzerland AG. (J) Pledge of receivables agreement by Constellium France Holdco S.A.S. in respect of certain intra-group loan receivables. (K) Pledge of receivables agreement by the French Borrower in respect of certain intra-group loan receivables. (L) Pledge of receivables agreement by Constellium Finance S.A.S. in respect of certain intra-group loan receivables. (M) Pledge of receivables agreement by Engineering Products International S.A.S. in respect of certain intra-group loan receivables. (N) Pledge of receivables agreement by Constellium Aerospace S.A.S. in respect of certain intra-group loan receivables. (O) Pledge of receivables agreement by Constellium Extrusions Děčín s.r.o. in respect of certain intra-group loan receivables. (P) Pledge of receivables agreement by Constellium Holdco II B.V. in respect of certain intra-group loan receivables. (Q) Pledge of receivables agreement by the Dutch Borrower in respect of certain intra-group loan receivables. (R) Pledge of receivables agreement by Constellium Deutschland GmbH in respect of certain intra-group loan receivables. (S) Pledge of receivables agreement by Constellium Singen GmbH in respect of certain intra-group loan receivables. (T) Pledge of receivables agreement by Constellium Switzerland AG in respect of certain intra-group loan receivables. (U) Deed of transfer by and between the Existing Administrative Agent, the Administrative Agent, the Dutch Borrower, as pledgor, Constellium Holdco II B.V. and Constellium Extrusions Děčín s.r.o. (V) Second ranking notarial deed of disclosed pledge, by the Dutch Borrower in respect of its shares in Constellium Holdco II B.V. (W) An amendment and confirmation agreement regarding/containing (i) an assumption of contract by the Administrative Agent from the Existing Administrative Agent, (ii) confirmations in respect of an existing security assignment agreement in respect of intra-group loan receivables and (iii) an assignment of security interests under the existing security agreement from the Existing Administrative Agent to the Administrative Agent between Constellium Germany Holdco GmbH, Constellium Deutschland GmbH and Constellium Singen GmbH as assignors, the Existing Administrative Agent and the Administrative Agent. (X) An amendment and confirmation agreement regarding/containing (i) a confirmation in respect of the existing account pledge agreement, (ii) an assumption of contract by the Administrative Agent from the Existing Administrative Agent and (iii) a junior ranking account pledge agreement between Constellium Germany Holdco GmbH, Constellium Deutschland GmbH, Constellium Singen GmbH, Constellium Finance SAS, Constellium Switzerland AG and Constellium Valais SA as pledgors, the Existing Administrative Agent and the Administrative Agent. (Y) An amendment and confirmation agreement regarding/containing (i) a confirmation in respect of the existing account pledge agreement, (ii) an assumption of contract by the Administrative Agent from the Existing Administrative Agent and (iii) a junior ranking account pledge agreement between Constellium Extrusions Děčín s.r.o as pledgor, the Existing Administrative Agent and the Administrative Agent. (iii) A TEG Letter provided by the Administrative Agent and countersigned by the French Borrower. (c) The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the New Term Lenders and dated the Effective Date) of (i) Wachtell, Lipton, Xxxxx & Xxxx, New York and Delaware counsel for the Loan Parties, (ii) Xxxxxxxx Chance LLP, as Czech counsel to the Loan Parties, (iii) Xxxxxxxx Chance LLP, German counsel to the Loan Parties, (iv) Xxxxxxxx Chance Europe LLP, French counsel to the Loan Parties, (v) Xxxxxx Xxxx Ltd., Swiss counsel to the Loan Parties, (vi) Stibbe, Netherlands counsel to the Loan Parties, (vii) Xxxxxx & Xxxxxxx, LLP, German counsel to the Administrative Agent, (viii) Xxxxxx & Xxxxxxx LLP, French counsel to the Administrative Agent, (ix) Xxxxxxxxx XX, Swiss counsel to the Administrative Agent, (x) Xxxxx Xxxxxxx & Partners s.r.o, as Czech counsel to the Administrative Agent and (xi) Xxxxx Dutilh, Netherlands counsel to the Administrative Agent. Each such opinion shall be in form and substance reasonably satisfactory to the Administrative Agent. The Dutch Borrower hereby requests such counsel to the Loan Parties to deliver such opinions. (d) Simultaneously with the borrowing of the New Term Loans, the Existing Borrower shall have paid to the Administrative Agent on the Effective Date, for the account of the existing Term Lenders, all outstanding principal amounts under, and all accrued and unpaid interest on, the Term Loans of each such Term Lender to, but not including the date of such prepayment and any prepayment premiums due thereon pursuant to the Existing Credit Agreement. (e) Parent The Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit I to the Amended and Restated Credit Agreement or such other form acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and including or attaching the documents referred to in paragraph (f) of this Section 4. (f) The Administrative Agent shall have received a copy of: (i) (x) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or, if customary in such jurisdiction, any Responsible Officer of the relevant Loan Party (in relation to a Loan Party constituted under (A) German law, in respect of commercial register extracts not older than 14 days, (B) French law, a certified copy of its by-laws (statuts), an original copy of the extrait K-bis and the certificat de non-faillite relating to it of less than thirty (30) days prior to the Effective Date and (C) Dutch law (i) most recent articles of association (statute), (ii) deed of incorporation (akte van oprichting) and an up to date extract of the trade register (xxxxx van koophandel) or (y) a certificate of each Loan Party, dated the Effective Date, executed by any Responsible Officer of such Loan Party, certifying that there have been no material changes to the Organizational Documents delivered under Section 4.01(d) of the Existing Credit Agreement since the Original Effective Date; (ii) signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party; (iii) resolutions of the Board of Directors and/or similar governing bodies (and, if required under its by-laws and/or the respective applicable law, a resolution of its shareholders) of each Loan Party (other than a Dutch Loan Party) approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment; (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (v) a certified copy of the up-to-date statuts of each Subsidiary organized under the laws of France whose shares are pledged under Security Documents which evidence that no consent is required with respect to enforcement of the security created by the relevant Security Documents on the shares of such Subsidiary, or as applicable, a certified copy of the resolution of the board of directors (or other relevant corporate body) approving the security created by the relevant Security Document with respect to the shares held by each Loan Party pursuant to the provisions of article L. 228-26 of the French Commercial Code; and (vi) in relation to each Dutch Loan Party, the Dutch MBR and either a confirmation in the Dutch MBR that no works council has been established with respect to the business of the Dutch Loan Party or a positive and unconditional advice from the works council of the Dutch Loan Party. (g) The Administrative Agent shall have received all fees and other amounts previously agreed in writing by the Joint Bookrunners, Joint Lead Arrangers, Co-Arrangers, the Administrative Agent, and the Borrowers to be due and payable on or prior to the Effective Date, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be so reimbursed or paid (which amounts may be paid from the proceeds of the Initial Dollar Term Loans). (h) The Administrative Agent shall have received UCC, tax and judgment lien searches requested by the Administrative Agent and searches from the United States Patent and Trademark Office and the United States Copyright Office and none of such Collateral shall be subject to any other pledges, security interests or mortgages except for Liens permitted by Section 6.02 of the Amended and Restated Credit Agreement. (i) The Administrative Agent shall have received (or shall, substantially concurrently with the effectiveness hereof receivei) the proceeds Pro Forma Closing Balance Sheet and (ii) the audited consolidated balance sheets and related statements of income and cash flows of the issuance of Dutch Borrower and its subsidiaries for the SWIMS Subordinated Note in the amount of $13,000,000Fiscal Year ended December 31, all of the proceeds of 2012, which financial statements shall have been (or, substantially concurrently prepared in accordance with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;IFRS. (fj) The Administrative Agent shall have received a certificate from the chief financial officer or president of each Borrower in the form of Exhibit K to the Amended and Restated Credit Agreement certifying as to the Solvency of such Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the Transactions. (k) The Administrative Agent shall have received at least 5 Business Days prior to the Effective Date all documentation and other information about the Loan Parties as shall have been requested in writing at least 10 Business Days prior to the Effective Date by the Administrative Agent or any Joint Bookrunner, Joint Lead Arranger or Co-Arranger under the Amended and Restated Credit Agreement that the Administrative Agent or such Joint Bookrunner, Joint Lead Arranger or Co-Arranger shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act. (l) The representations and warranties made by of each Loan Party set forth in the Loan Parties in this Amendment and/or in any other Loan Document Documents shall be true and correct in all material respects on and as of the date hereof except (i) Effective Date before and after giving effect to the borrowing of the Initial Dollar Term Loans and the Initial Euro Term Loans and to the application of proceeds therefrom, as though made on and as of the Effective Date; provided that, to the extent that any such representation representations and warranties specifically refer to an earlier date or warranty relates to a specific dateperiod, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be (ii) that after giving effect to such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;qualification). (gm) all reasonable At the time of and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties immediately after giving effect to the extent such fees borrowing of the Initial Dollar Term Loans and expenses the Initial Euro Term Loans on the Effective Date, no Default or Event of Default shall have been invoiced to Borrowers; andoccurred and be continuing. (hn) The Administrative Agent shall have received a fully executed copy notice of an amendment borrowing in accordance with Article II of the Amended and Restated Credit Agreement. (o) The Administrative Agent and the Borrowers shall have entered into a mutually agreeable fee letter with respect to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory agency fees payable to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectAdministrative Agent hereunder.

Conditions to Effectiveness. This Amendment shall become effective when, and only upon the satisfaction in full of the following conditions precedentwhen and if: (a) the Administrative Agent (or its counsel) shall have received counterparts hereof, duly executed from (A) Lenders constituting (i) the Requisite Lenders and delivered by all (ii) those Term B Lenders representing the parties hereto; entire amount of the Additional Term B Loan Commitment and (bB) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and other parties hereto, either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the SWIMS Subordinated Note, each Administrative Agent (which may include telecopy transmission of which shall be in full force and effect substantially concurrently with the effectiveness a signed signature page of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness ) that such party has signed a counterpart of this Amendment; (b) the representations and warranties set forth in Section 4 hereof are true and correct in all material respects; (c) Borrower has paid the Administrative Agent (i) for the account of the Lenders, an amount equal to 0.125% of the aggregate principal amount of the Loans held by the Lenders who provide a consent (but not with respect to any Additional Term B Commitment) and (ii) all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LLX, xxxxxxx xx thx Xxxxxistrative Agent) in accordance with the terms of Section 11.03 of the Credit Agreement; (d) Borrower shall have paid the fees set forth in the arrangement letter related to this Amendment. (e) all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent; (f) after giving effect to the Amendment, no Default or Event of Default shall have has occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofis continuing; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including Borrower shall have received at least $7.0 million of gross proceeds from the outstanding fees and expenses issuance of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersAdditional Subordinated Notes; and (h) the Borrower shall deliver any other certificates or documentation the Administrative Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance may reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectrequest.

Conditions to Effectiveness. This Amendment shall be legal, valid and binding on (and as of) the date hereof, and subject to the last paragraph of this Section 3, the amendments implemented pursuant to Section 2.3(b) and Section 2.3(c) hereof shall become effective only immediately upon the satisfaction in full of time at which the following conditions precedent:precedent are satisfied or waived by the Administrative Agent at the direction of the Required Lenders (without giving effect to the New Incremental Loan Commitments held by JPMorgan for purposes of determining Required Lenders at such time) (the date of such satisfaction, the “Amendment No. 2 Effective Date”): (a) The Administrative Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Notefollowing, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Required Lenders and the New Incremental Loan Lenders: (i) counterparts of this Amendment duly executed by the Borrower, the Administrative Agent, the conditions Lenders that constitute the Required Lenders (determined without giving effect to effectiveness any New Incremental Loan Commitments held by JPMorgan, but it being understood that the funding of the ABL Amendment shall have been satisfied New Incremental Loans by JPMorgan are approved under this Amendment, and the ABL New Incremental Loans and New Incremental Loan Commitments are hereby voted in favor of this Amendment); (ii) (A) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment shall and (B) such documents and certificates (including applicable organizational documents) and, if applicable, good standing certificates in the jurisdiction of organization of the applicable Loan Party) as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized and formed, and that each of them is validly existing and in good standing, except to the extent that failure to be in full force and effectso qualified could not reasonably be expected to have a Material Adverse Effect; and (iii) a solvency certificate signed by an officer, director or authorized signatory of the Borrower.

Conditions to Effectiveness. This Amendment shall become effective only upon Upon the satisfaction in full of each of the following conditions precedentconditions, this Agreement shall be deemed to be effective as of the date hereof: (a) the Administrative Agent shall have received counterparts hereofof this Agreement executed by the Administrative Agent (on behalf of itself and each of the Consenting Lenders by virtue of each Consenting Lender’s execution of a Lender Authorization), duly executed the Borrower, the Parent and delivered by all the parties heretoSubsidiary Grantors; (b) the Administrative Agent shall have received a fully executed copy of each of Lender Authorizations from the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentrequisite Consenting Lenders; (c) no Default or Event of Default the Administrative Agent shall have occurred been reimbursed for all fees (including, without limitation, the fees set forth in that certain letter agreement dated as of March 18, 2008 (as amended, restated, supplemented or otherwise modified) between Wachovia Capital Markets, LLC and be continuing on the date hereofBorrower) and out-of-pocket charges and other expenses incurred in connection with this Agreement, including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent; (d) Borrowers the Administrative Agent and the Canadian Administrative Agent shall have provided Agent with a due diligence package relative received (i) Schedule 1.1(c) to the SWIMS AcquisitionCredit Agreement and (ii) Schedule 1.l(c) to the Canadian Credit Agreement, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsin each case, in form and substance reasonably satisfactory to the Administrative Agent and the Canadian Administrative Agent; (e) Parent the Administrative Agent shall have received a corresponding amendment to the Canadian Credit Agreement, in form and substance substantially consistent with this Agreement (with such changes as are applicable only to the Canadian Credit Agreement), duly executed by the Canadian Administrative Agent, the Canadian Borrower, the Parent, each Canadian Guarantor and the requisite Consenting Lenders (whether directly or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionthrough a lender authorization); (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document Borrower shall be true and correct in all material respects on and as of the date hereof except (i) have paid to the extent Administrative Agent (or its applicable affiliates), for the account of each Consenting Lender (including the Administrative Agent and the Canadian Administrative Agent) that any such representation executes and delivers this Agreement or warranty relates a Lender Authorization to a specific datethe Administrative Agent (or its counsel) on or prior to 12:00 noon (Eastern Time) on March 27, 2008, an amendment fee in which case such representation and warranty shall be true and correct in all material respects as an amount equal to (a) 15 basis points times the principal amount of such earlier date and Consenting Lender’s Commitment plus (iib) that 15 basis points times the principal amount of such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality Consenting Lender’s “Commitment” (as defined in the text thereofCanadian Credit Agreement); (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a duly executed counterpart of the Parent Guaranty Agreement and each other document required to be delivered in connection therewith pursuant to, and in accordance with, Section 8.10(e)(i) of the Credit Agreement; (h) the Administrative Agent shall have received favorable opinions of counsel to the Parent addressed to the Administrative Agent and the Lenders with respect to the Parent, this Agreement and the other Loan Documents to which the Parent is a party and such other matters as the Lenders shall request (which such opinions shall expressly permit reliance by successors and assigns of the Administrative Agent or any Lender); (i) the Administrative Agent shall have received a copy of the fully executed copy of an amendment to the ABL Credit AgreementPurchase Agreement dated March 24, dated the date hereof, among the Borrowers, the Guarantors, 2008 by and between the Parent and Xxxxx Fargo BankFairfax Financial Holdings Limited (including the exhibits and schedules thereto) and each other material document, National Association as the sole lenders party thereto (the “ABL Amendment”)instrument, certificate and agreement executed or delivered in connection therewith, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent (the “April 2008 Convertible Indebtedness Documents”) (it being agreed by the Parent that none of the April 2008 Convertible Indebtedness Documents shall be amended, modified, waived or supplemented after March 24, 2008 in any respect which would adversely affect the rights or interests of the Administrative Agent, the conditions to effectiveness of Canadian Administrative Agent, the ABL Amendment Lenders or the Canadian Lenders); and (j) the Administrative Agent shall have been satisfied received such other instruments, documents and certificates as the ABL Amendment Administrative Agent shall be reasonably request in full force and effectconnection with the execution of this Agreement.

Conditions to Effectiveness. This Amendment The effectiveness of each Transaction shall become effective only upon be subject to the satisfaction in full of the following conditions precedent: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase conditions precedent for such Transaction specified in the Master Repurchase Agreement and the SWIMS Subordinated Note, satisfaction of each of which the following additional conditions: (a) a valid Addition Notice has been timely delivered to GS; (b) in the case of the first Transaction hereunder: (1) the “Closing Date” under and as defined in the Security Indenture shall be in full force and effect substantially concurrently with the effectiveness of this Amendmenthave occurred, and the SWIMS Acquisition Seller shall be consummated have acquired a portion of the Eligible Security in an amount equal to the Purchased Security Notional Amount for such Transaction; and (2) Counterparty shall have initiated the transfer to GS of a par amount of the Eligible Securities equal to the Purchased Security Notional Amount for such Transaction pursuant to Paragraph 3(a) of the Master Repurchase Agreement for scheduled settlement substantially in accordance with the SWIMS Purchase Agreement substantially concurrently with then-current market practice in the effectiveness of this Amendment; principal market for such Security; (c) no Default or Event in the case of Default each subsequent Transaction hereunder, the related “Increase” under the Security Indenture shall have occurred occurred, and be continuing on Counterparty shall have initiated the date hereof; transfer to GS of a par amount of the Eligible Securities equal to the Purchased Security Notional Amount for such Transaction pursuant to Paragraph 3(a) of the Master Repurchase Agreement for scheduled settlement substantially in accordance with the then-current market practice in the principal market for such Security; (d) Borrowers have provided Agent no default or event of default with a due diligence package relative respect to Counterparty has occurred under the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Master Repurchase Agreement and uses for the SWIMS acquisition, is then continuing; and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent no Margin Deficit exists under the Master Repurchase Agreement. GS shall have received prepare and deliver to Counterparty a revised Annex A (or shallanother form setting forth information corresponding to that set forth on Annex A), substantially concurrently with reflecting the effectiveness hereof receive) terms of such Transaction, reasonably promptly following the proceeds satisfaction of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used Conditions to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any Effectiveness for such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectTransaction.

Conditions to Effectiveness. This Amendment The provisions of this Agreement, except for the provisions in sections 5.01 and 5.02 hereof (which shall become effective only upon execution of this Agreement), shall become effective upon the satisfaction in full occurrence of all of the following conditions precedentevents unless waived by consent of the Parties: (a) Agent The Bankruptcy Court shall have received counterparts hereofentered by September 29, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including 2008 an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsorder, in form and substance reasonably satisfactory substantially similar to Agent; (e) Parent the form of order attached hereto as Exhibit D, approving this Agreement, and such order shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall not have been (orstayed, substantially concurrently with the effectiveness hereofreversed, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit time this Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) would otherwise have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowersgone effective; and (hb) Agent The delivery to each of Delphi and GM on or prior to 3:00 p.m. EDT on September 28, 2008 of effective modifications or amendments or agreements or consents, in writing and in forms reasonably acceptable to Delphi and GM, from enough Unions to complete the First Net Liability Transfer; provided, however, that no delivery by a Union to GM or Delphi hereunder shall have received a fully executed copy be effective unless such agreement explicitly and unconditionally authorizes the occurrence of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers414(l) transfer as set forth herein, the Guarantorsfreeze of the Delphi HRP, the Parent cessation of OPEB and Xxxxx Fargo Bankthe contemporaneous effectiveness of releases on behalf of the GM-Related Parties and Delphi-Related Parties as contained in the respective Benefit Guarantee Term Sheets; provided, National Association as the sole lenders party thereto (the “ABL Amendment”)however, which that no statute, rule or regulation or order, judgment or decree of any court or administrative agency or other governmental entity shall be in form effect which prohibits the consummation of one or more of the transactions to be consummated under this Agreement, unless such transaction is severed pursuant to section 7.21 hereof; provided further, however, that the substantial majority of all assets, whether real or personal, used to produce any products pursuant to GM Purchase Orders shall be owned or leased by DAS (other than tooling owned by GM) and substance reasonably satisfactory all obligations pursuant to the Agent, GM Purchase Orders shall be the conditions responsibility of DAS. GM irrevocably consents to effectiveness the performance of the ABL Amendment GM Purchase Orders by DAS and any Delphi-Related Party that is directly or indirectly wholly-owned by Delphi, as directed by DAS; provided, however, that any change of the location of production shall have been satisfied require GM’s prior written consent. Regardless of whether the transaction is severed, each of the Parties shall use reasonable efforts to prevent the entry of, and to appeal promptly, any injunction or other order prohibiting one or more of the ABL Amendment shall transactions to be in full force and effectconsummated under this Agreement.

Conditions to Effectiveness. This Amendment shall become effective (the "Second Amendment Effective Date") only upon the satisfaction in full of the following conditions precedent: (a) The Collateral Agent shall have received counterparts hereofof this Amendment that bear the signatures of each Loan Party, duly executed each Agent and delivered by all the parties hereto;Lenders. (b) The Collateral Agent shall have received amendments to the Registration Rights Agreement and the Stockholders Agreement, each duly executed by the Borrower and each other Person thereto and in form and substance satisfactory to the Lenders. (c) The Collateral Agent shall have received the Warrants required to be delivered on or prior to the Effective Date pursuant to Section 12.01, duly executed by the Borrower. (d) The Administrative Agent shall have received a fully Notice of Borrowing, duly executed copy by the Borrower. (e) The Administrative Agent shall have received payment, in immediately available funds the fees set forth in the Fee Letter. (f) The Collateral Agent shall have received evidence that the Borrower shall have received proceeds of not less than $25,000,000 from the issuance by the Borrower of its preferred Capital Stock on terms and conditions and pursuant to documents in each case satisfactory to the Agents, together with a certificate of an Authorized Officer of the SWIMS Borrower attaching true and correct copies of the Series A-l Purchase Agreement and all other material documents evidencing such equity issuance, as in effect on the SWIMS Subordinated NoteSecond Amendment Effective Date and stating that: (x) such documents are true and correct copies and (y) such documents remain in full force and effect. (g) The Collateral Agent shall have received a copy of the resolutions of each Loan Party, certified as of the Second Amendment Effective Date by an Authorized Officer thereof, authorizing (i) in the case of the Borrower, the borrowings contemplated by this Amendment, and in the case of the other Loan Parties, the increase in the amount of the Obligations, (ii) in the case of the Borrower, the issuance of the Warrants contemplated by Article XII of the Financing Agreement, (iii) the execution, delivery and performance of this Amendment, the Financing Agreement as amended hereby, and the other documents to be executed and delivered by such Person in connection herewith and (iv) the transactions contemplated hereby and certified by an Authorized Officer of each Loan Party. (h) The Collateral Agent shall have received a certificate of which shall be an Authorized Officer of each Loan Party, certifying (i) that the charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational documents of each such Person remain in full force and effect substantially concurrently and have not been amended or modified since the Effective Date and that the copy thereof previously delivered to the Collateral Agent is true, correct and complete; provided, however, if any of the foregoing organizational documents have been amended or modified, true and correct certified copies of the amendments and/or modifications shall be attached to such certificate; and (ii) the names and true signatures of the representatives of such Loan Party authorized to sign this Amendment and the other documents to be executed and delivered by such Person in connection herewith, together with evidence of the effectiveness incumbency of such Authorized Officers. (i) The Collateral Agent shall have received a certificate of an Authorized Officer of the Borrower, certifying that after giving effect to the transactions contemplated by this Amendment (including, with out limitation, the equity investment contemplated by Section 20(f), the fees, costs and expenses payable on the Second Amendment Effective Date pursuant to the terms of this AmendmentAmendment and the Financing Agreement) and before and after giving effect to the Loans made on the Second Amendment Effective Date, (i) Availability together with unencumbered Cash and Cash Equivalents shall be equal to or greater than $50,000,000 and (ii) the Borrower individually is, and the SWIMS Acquisition Borrower and its Subsidiaries on a consolidated basis are, Solvent. (j) The Agents shall have received an opinion of counsel for the Loan Parties, as to such matters as the Agent may reasonably request, including, without limitation, an opinion with respect to the Warrants and opinion that after giving effect to the transactions contemplated by this Amendment the Agent shall continue to hold a valid and perfected security interest in the Collateral. (k) The Collateral Agent shall have received a certificate of the appropriate official(s) of the state of organization of each Loan Party and in the case of the Borrower, each State of foreign qualification requested by the Collateral Agent, certifying as to the subsistence and good standing of, and the payment of taxes by, each Loan Party in such state. (l) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the such offices as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests purported to be created by the Security Agreement and the Pledge Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Agent, shall cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed in writing by the Agent, shall not show any such Liens. (m) The representations and warranties contained herein, in Article V of the Financing Agreement and in each other Loan Document are true and correct on and as of the Second Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness true and correct on and as of this Amendment;such earlier date). (cn) After giving effect to the waiver contained in Section 19 hereof, no Default or Event of Default shall have occurred and be continuing on the date hereof;Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (do) Borrowers have provided Agent with a due diligence package relative All legal matters incident to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied Agents and the ABL Amendment shall be in full force and effecttheir respective counsel.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full of date (the “Effective Date”) on which the following conditions precedentare satisfied in full: (a) Agent shall have received one or more counterparts hereof, duly of this Amendment executed and delivered by all Borrower, the parties heretoother Loan Parties, Agent and Lenders; (b) Agent shall have received a fully one or more counterparts of the Consent and Reaffirmation in the form of Exhibit A hereto, executed copy of and delivered by each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentGuarantors named therein; (c) Agent shall have received an amendment and restatement, each in the form of Exhibit B hereto, of each Note held by a Lender having a Term Loan B Commitment, each dated the Amendment No. 1 Effective Date and executed and delivered by Borrower; (d) Agent shall have received the Intercompany Note, duly executed and delivered by Borrower and pledged and endorsed by Earth LNG to the order of Agent, accompanied by such instruments of transfer or assignment duly executed in blank as specified by Agent; (e) Agent shall have received received (i) in immediately available funds the Amendment No. 1 Fee and (ii) evidence satisfactory to Agent that all Legal Costs of Agent incurred in connection with this Amendment and the other Loan Documents shall have been paid; (f) except for the Continuing Defaults (as hereinafter defined) no Default or Event of Default shall have occurred and be is continuing on the date hereof;or would result after giving effect to this Amendment; and (dg) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses except for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the those representations and warranties made by that are not true and correct as a result of the Continuing Defaults, all representations and warranties of the Loan Parties contained in this Amendment and/or and in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty Credit Agreement shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;date (gh) all reasonable hereof and documented fees and out-of-pocket expenses under as of the Credit Agreement and this Amendment (including the outstanding fees and expenses of AgentEffective Date, including without limitation, legal fees and expenses) have been paid by the Loan Parties except to the extent such fees representations and expenses have been invoiced warranties relate to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectspecific date.

Conditions to Effectiveness. This A. The amendments to the Amended and Restated Agreement set forth in Sections 1 through 8 of this First Amendment shall not become effective only upon until the satisfaction in full earliest date on which each of the following conditions precedentset forth in Sections 10(B) and 10(C) below shall have been satisfied (such date, the “First Amendment Effective Date”). If the First Amendment Effective Date has not occurred within thirty (30) days of the date hereof, Purchaser and Royal Gold shall have the option to terminate this First Amendment in its entirety, without recourse, by written notice to Vendor and Xxxxxxxx Creek. B. Vendor shall have delivered to the Purchaser the following: (a) Agent shall have received counterparts hereof(i) a counterpart of an amendment to the Amended and Restated Security Agreement — Mining Claims and Leases, by and between Vendor and Purchaser dated as of December 14, 2011, duly executed by Vendor, a form of which amendment is attached hereto as Schedule C4, (ii) a counterpart of an amendment to the Amended and delivered Restated Security Agreement — Collateral, by and between Vendor and Purchaser dated as of December 14, 2011, duly executed by Vendor, a form of which amendment is attached hereto as Schedule C5, and (iii) a counterpart of an amendment to the Amended and Restated Security Agreement — Floating Charge, by and between Vendor and Purchaser dated as of December 14, 2011, duly executed by Vendor, a form of which amendment is attached hereto as Schedule C6, and all such amendments shall have been registered, filed or recorded in all offices, and all actions shall have been taken, that may be prudent or necessary to preserve, protect or perfect the parties heretosecurity interest of the Purchaser under the Security Agreements. Without limiting the foregoing, the amendments to the Security Agreements on the Xxxxxxxx Property shall also be registered in: (i) British Columbia’s Mineral Titles Online Registry against each of the Mineral Claims and Mineral Leases that are part of the Xxxxxxxx Property, (ii) British Columbia’s Personal Property Registry against all personal property of Vendor, and (iii) in the Land Title Office with respect to any Surface Rights that are registered in the Land Title Office from time to time, in which case Vendor will grant to the Purchaser a mortgage over its interest in such Surface Rights as security for the performance of its obligations to the Purchaser under the Amended and Restated Agreement as amended by this First Amendment in a form acceptable to the Parties, acting reasonably; (b) Agent shall have received a fully executed copy of each favourable legal opinion, in form and substance satisfactory to the Purchaser, acting reasonably, dated as of the SWIMS Purchase Agreement First Amendment Effective Date, from legal counsel to Vendor as to (i) the corporate power and authority of Vendor to execute, deliver and perform the SWIMS Subordinated Noteamendments to the Security Agreements attached hereto as Schedules C4, each C5 and C6, (ii) such legal opinions relating to the security granted in favour of which shall be in full force and effect substantially concurrently with the effectiveness of this AmendmentPurchaser as Purchaser may reasonably request, and (iii) such other legal opinions that the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentPurchaser may reasonably request; (c) no Default or Event evidence of Default shall have occurred the consent of the lenders under the Existing Credit Agreement to the amendments to the Amended and be continuing on Restated Agreement contemplated by this First Amendment, in form and substance satisfactory to the date hereofPurchaser; (d) Borrowers have provided Agent with a due diligence package relative the Fifth Amendment to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for Existing Credit Agreement in substantially the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory attached to Agent;this First Amendment as Annex 1 duly executed by all parties thereto; and (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy counterparts of an amendment to the ABL Existing Intercreditor Agreement (as previously amended), duly executed by Vendor and JPMorgan Chase Bank, N.A., for and on behalf of the Senior Debt Secured Parties (as defined in the Existing Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), recognizing the amendments to the Amended and Restated Agreement contemplated by this First Amendment, which amendment shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment Purchaser. C. The Purchaser shall have been satisfied delivered to Vendor a counterpart of an amendment to the Existing Intercreditor Agreement (as previously amended), duly executed by the Purchaser, recognizing the amendments to the Amended and the ABL Amendment Restated Agreement contemplated by this First Amendment, which amendment shall be in full force form and effectsubstance satisfactory to the Vendor and JPMorgan Chase Bank, N.A., for and on behalf of the Senior Debt Secured Parties (as defined in the Existing Credit Agreement).

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction or waiver in full of the following conditions precedent:precedent (the date on which such conditions are satisfied, the "Fourth Amendment Effective Date"): (a) Agent shall have received counterparts hereof, duly executed Both before and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and immediately after giving effect substantially concurrently with the effectiveness of to this Amendment, (i) the representations and warranties contained in this Amendment and Article V of the SWIMS Acquisition Financing Agreement shall be consummated in accordance with correct on and as of the SWIMS Purchase Agreement substantially concurrently with the effectiveness date of this Amendment; Amendment as though made on and as of such date (cexcept where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date); and (ii) no Default or Event of Default shall have occurred and be continuing on the date hereof;of this Amendment or result from this Amendment becoming effective in accordance with its terms. (db) Borrowers The Agent shall have provided Agent with a due diligence package relative to received, on or before the SWIMS AcquisitionFourth Amendment Effective Date, including an acquisition overview, investment highlights, sources and uses for each of the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsfollowing documents, in form and substance reasonably satisfactory to the Agent and dated the Fourth Amendment Effective Date (unless otherwise specified herein or in such document), and all conditions precedent to the effectiveness of such documents (where applicable) shall have been satisfied or waived: (i) this Amendment, duly executed by the Loan Parties, the Lenders and the Agent; (eii) Parent shall have received (or shalla certificate of an Authorized Officer of each Loan Party, substantially concurrently with certifying the effectiveness hereof receive) the proceeds names and true signatures of the issuance representatives of such Person authorized to sign each Loan Document to which such Person is or will be a party and the other documents to be executed and delivered by such Person in connection herewith and therewith, together with evidence of the SWIMS Subordinated Note in the amount incumbency of $13,000,000, all such Authorized Officers; and (iii) a copy of the proceeds resolutions of which shall have been (oreach Loan Party, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and certified as of the date hereof except by an Authorized Officer thereof, authorizing (iA) to the extent that any such representation or warranty relates to a specific datetransactions contemplated hereby, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (iiB) that the execution, delivery and performance by such materiality qualifier shall not Person of each Loan Document to which such Person is or will be applicable to any representations and warranties that are already qualified a party, included as amended hereby or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to documents contemplated hereby, and the extent such fees execution and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness delivery of the ABL Amendment shall have been satisfied other documents to be delivered by such Person in connection herewith and therewith, and (C) the ABL Amendment shall be in full force IPO, and effecteach of the documents contemplated thereby.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date on which each of the following conditions precedent:is satisfied (the “Amendment No. 2 Effective Date”): (a) Agent shall have received The Administrative Agent’s receipt of executed counterparts hereofof this Amendment from Holdings, duly executed the Borrower, the Administrative Agent, the Required Lenders, each Replacement Lender and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated NoteNew Term Loan Assignee, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified. (b) The Borrower shall have paid in full force and effect full, or substantially concurrently with the effectiveness satisfaction of the other conditions precedent set forth in this AmendmentSection 5 shall pay in full, (i) all of the Existing Term Loans (after giving effect to any Term Loan Conversion thereof) and (ii) all accrued and unpaid fees and interest (including the SWIMS Acquisition shall reimbursement of any costs pursuant to Section 2.21 of the Credit Agreement) with respect to the Existing Term Loans (including any such Existing Term Loans that will be consummated converted to New Term Loans on the Amendment No. 2 Effective Date), in accordance each case, such payments to be made with the SWIMS Purchase Agreement cash proceeds of the New Term Loans to be made on the Amendment No. 2 Effective Date and other funds available to the Borrower. (c) The Borrower shall have paid, or substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds satisfaction of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties other conditions precedent set forth in this Amendment and/or in any other Loan Document Section 5 shall be true and correct in all material respects on and as of the date hereof except pay, (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date Second Lien Obligations and (ii) that such materiality qualifier shall not be applicable all accrued and unpaid fees, interest, premiums and reimbursable costs and expenses with respect to the Second Lien Obligations (including any representations and warranties that are already qualified or modified by materiality in amounts payable under Section 2.21 of the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Second Lien Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties as a result to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”prepayment), which shall such payments to be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness made with $50,000,000 of cash proceeds of the ABL New Term Loans to be made on the Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.No. 2

Conditions to Effectiveness. This Amendment The amendments provided for in Section 1 shall become effective only upon on the satisfaction in full of date (the "Amendment Effective Date") on which the following conditions precedentare satisfied; provided that the effectiveness of the amendments set forth in paragraphs (a) (other than the provisions of paragraph (a)(i) adding definitions of TRW and TRW Automotive Business Disposition), (b), (d)(i), (h), (l) and (n) of Section 1 will be subject only to the satisfaction of the condition set forth in paragraph (a) below: (a) the Payment Agent shall have received counterparts hereofof this Amendment that, duly executed when taken together, bear the signatures of the Borrowers and delivered by all the parties heretoRequired Lenders; (b) Agent the TRW Acquisition shall have received a fully executed copy of each of been or shall on the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall Amendment Effective Date be consummated on substantially the terms set forth in accordance with the SWIMS Purchase TRW Merger Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing as in effect on the date hereof; (c) the existing Indebtedness and all credit and similar agreements of TRW (other than the Indebtedness and agreements listed on Schedule 1) shall have been or shall on the Amendment Effective Date be repaid and terminated, and all Liens securing such Indebtedness (other than the Liens listed on Schedule 6.05(g) hereto) shall have been or shall on the Amendment Effective Date be released, and the Payment Agent shall have received such evidence as it shall have reasonably requested as to the satisfaction of such condition; (d) Borrowers the Company shall have provided delivered to the Payment Agent with a due diligence package relative respect to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources TRW Acquisition a certificate of a senior accounting or financial officer satisfying the requirements of Section 6.04(d) of the Credit Agreement and uses for confirming the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, accuracy as of the Amendment Effective Date of the representations set forth in form and substance reasonably satisfactory to Agent;Section 2; and (e) Parent TRW shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price executed and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) delivered to the extent that any such representation or warranty relates to Payment Agent a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Subsidiary Guarantee Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably together with evidence satisfactory to the Agent, the conditions to effectiveness Payment Agent of the ABL power and authority of TRW to enter into such Agreement. Notwithstanding the foregoing, if the Amendment Effective Date shall not have been satisfied occurred by January 31, 2003, then the amendments provided for in Section 1 shall terminate and the ABL Amendment shall be in full of no further force and or effect.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedent:have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (b) The Administrative Agent shall have received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts hereof, of this Amendment duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and Borrowers, the SWIMS Subordinated NoteLenders, each of which shall be in full force and effect substantially concurrently with the effectiveness of this AmendmentAdministrative Agent, and the SWIMS Acquisition shall be consummated in accordance with Fronting Banks or (B) written evidence satisfactory to the SWIMS Purchase Agreement substantially concurrently with the effectiveness Administrative Agent that such parties have signed counterparts of this Amendment; (cii) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment, the Credit Agreement and the Specified Transactions, and (B) all documents evidencing any other necessary corporate action with respect to this Amendment, the Credit Agreement and the Specified Transactions; (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by such Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iv) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no Default or event has occurred and is continuing that constitutes an Event of Default shall have occurred or an Unmatured Default with respect to such Borrower and be continuing on the date hereof; (dB) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of such Borrower contained in the Loan Parties in this Amendment and/or in any Credit Agreement and each other Loan Document shall be to which such Borrower is a party are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date hereof except (i) to the extent that other than any such representation or warranty relates that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;specific date); and (gv) an opinion of Xxxxx Day, special counsel for the Borrowers. (c) The Administrative Agent shall have received all reasonable documentation and documented fees information required by regulatory authorities under applicable “know your customer” and outanti-of-pocket expenses under the Credit Agreement money laundering rules and this Amendment (including the outstanding fees and expenses of Agentregulations, including including, without limitation, legal fees the Patriot Act and expenses) have been paid by the Loan Parties Beneficial Ownership Regulation, to the extent such fees and expenses have been invoiced to Borrowers; and (h) documentation or information is requested by the Administrative Agent shall have received a fully executed copy on behalf of an amendment any Lender prior to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This Amendment and each Second Amendment Effective Date Term Lender’s obligation to provide the Second Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “Second Amendment Effective Date”) when, and only upon the satisfaction in full when, each of the following applicable conditions precedentset forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received counterparts hereoffrom the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each Second Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered by all the parties heretoon behalf of such party; (b) the Administrative Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAdministrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit of each Second Amendment Effective Date Term Lender, based on its pro rata share of the aggregate amount of the Second Amendment Effective Date Term Loan on the Second Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal to 2.50% ($875,000.00) of the aggregate principal amount of the Second Amendment Effective Date Term Loan, which such fee shall be fully earned, due and payable on the date hereof and paid from the proceeds of the Second Amendment Effective Date Term Loans; (d) all fees and expenses required to be paid on the Second Amendment Effective Date pursuant to the Loan Documents (in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the Second Amendment Effective Date) shall have been paid from the proceeds of the Second Amendment Effective Date Term Loans; (e) the truth and accuracy of the representations and warranties in Section 3 hereof; and (f) both immediately before and after giving effect to this Amendment, the funding of the Second Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectcontinuing.

Conditions to Effectiveness. This Amendment shall become not be --------------------------- effective only upon until all proceedings of the satisfaction Borrower taken in full connection herewith and the transactions contemplated hereby shall be satisfactory in form and substance to Agent and Required Lenders, and each of the following conditions precedentprecedent shall have been satisfied: (a) The Agent shall have has received counterparts hereofof this Amendment executed by the Borrower and Required Lenders and counterparts of the Consent appended hereto (the "Consent") executed by each of the Guarantors and Grantors (as defined in the Security Agreement) listed therein (such Guarantors and Grantors, duly executed and delivered by all together with the parties heretoBorrower, each a "Loan Party" and, collectively, the "Loan Parties"); (b) The Agent shall have received a fully executed copy for the account of the Lenders the fee described in Section 3 above. (c) All fees and expenses, including legal and other professional fees and expenses incurred, payable on or prior to the date of this Amendment to Agent, including, without limitation, the fees and expenses of its counsel, shall have been paid to the extent that same had been billed prior to the date of this Amendment; and (d) Agent and each Lender shall have received each of the SWIMS Purchase Agreement following: (1) a certificate of the Borrower certifying (i) as to the accuracy, after giving effect to this Amendment, of the representations and warranties set forth in Article V of the SWIMS Subordinated NoteCredit Agreement, each of which shall be the other Loan Documents and in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (cii) that there exists no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative Default, after giving effect to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on the execution, delivery and as performance of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses will not cause a Default or Event of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersDefault; and (h2) such other documents, instruments, and certificates, as Agent or Required Lenders shall have received a fully executed copy deem necessary or appropriate in connection with this Amendment and the transactions contemplated hereby, including without limitation copies of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness resolutions of the ABL Amendment shall have been satisfied and board of directors of the ABL Amendment shall be in full force and effectBorrower authorizing the transactions contemplated by this Amendment.

Conditions to Effectiveness. This Amendment Incremental Assumption Agreement No. 1 shall become effective only upon on the satisfaction in full date (the “Incremental Term B-1 Funding Date”) on which all of the following conditions precedent:have been satisfied (or waived by the parties hereto): (a) The Administrative Agent (or its counsel) shall have received counterparts hereof(1) from each Borrower, duly executed each Loan Party that is a Subsidiary of the Lux Borrower and delivered each of the Incremental Term B-1 Lenders (x) a counterpart of this Incremental Assumption Agreement No. 1 signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term B-1 Arrangers (which may include delivery of a signed signature page of this Incremental Assumption Agreement No. 1 by all facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Incremental Assumption Agreement No. 1 and (2) from the parties hereto;Parent and each other Loan Party that is not a Subsidiary of the Lux Borrower (other than the Lux Borrower) (x) an acknowledgment and consent to this Incremental Assumption Agreement No. 1 signed on behalf of such person or (y) written evidence reasonably satisfactory to the Administrative Agent and the Incremental Term B-1 Arrangers (which may include delivery of a signed signature page acknowledging and consenting to this Incremental Assumption Agreement No. 1 by facsimile or other means of electronic transmission (e.g., “pdf”)) that such person has signed an acknowledgment and consent to this Incremental Assumption Agreement No. 1. (b) The Administrative Agent shall have received a fully executed copy completed supplement to the Perfection Certificate, dated the Incremental Term B-1 Funding Date and signed by a Responsible Officer of each Borrower, solely with respect to Questcor and its subsidiaries that will be Subsidiary Loan Parties, together with all attachments contemplated thereby, and the results of a search of the SWIMS Purchase Agreement Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the SWIMS Subordinated NoteLoan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, each of which shall or will be in full force and effect simultaneously or substantially concurrently with the effectiveness of closing under this AmendmentIncremental Assumption Agreement No. 1, and released (or arrangements reasonably satisfactory to the SWIMS Acquisition Administrative Agent for such release shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment;have been made). (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided The Collateral Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) from the Parent, the Lux Borrower, the Co-Borrower, MIL and MIP, a counterpart of each Irish Incremental Security Document to the extent that any which such representation or warranty relates to Person is a specific dateparty, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) from the Lux Borrower and Mallinckrodt Group S.à x.x., a counterpart of the Lux Incremental Security Confirmation Document, (iii) from Swiss Holdco, Swiss Xxxxx and the Lux Borrower, a counterpart of the Swiss Incremental Security Document, (iv) from the UK Holdco and the Lux Borrower, a counterpart of the UK Debenture, (v) from each of MIL and MIP, evidence that such materiality qualifier shall not be it has carried out a financial assistance whitewash pursuant to Section 60(2)-(11) of the Companies Xxx 0000 of Ireland, (vi) from Cadence, a copy of the subordination terms applicable to any representations Indebtedness or Guarantee of Indebtedness (other than Guarantees of the Obligations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses any other Indebtedness permitted under the Credit Agreement and this Amendment (including which is secured by Other First Liens) of the outstanding fees and expenses of Cadence IP Licensee, which subordination terms shall be reasonably satisfactory to the Administrative Agent, including without limitation(vii) from the UK Holdco, legal fees MIL, MIP, Cadence, ARD Holdings, Questcor and expenses) have been paid by each of its Subsidiaries that qualifies as a “Subsidiary Loan Party” (other than the Loan Parties Inactive Entities), a counterpart of a joinder to the extent such fees Subsidiary Guarantee Agreement and expenses have been invoiced to Borrowers; and (hviii) Agent shall have received a fully executed copy of an amendment from (A) the UK Holdco, MIL, Cadence and ARD Holdings and (B) subject to the ABL Credit final paragraph of this Article IV, Questcor and each of its Subsidiaries that qualifies as a “Subsidiary Loan Party” (other than the Inactive Entities), a counterpart of a joinder to the U.S. Collateral Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent in each case duly executed and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be delivered on behalf of such person and in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received, on behalf of itself, the Incremental Term B-1 Lenders and the Lenders under the Credit Agreement, a written opinion of (i) Wachtell, Lipton, Xxxxx & Xxxx, as New York counsel for the Loan Parties, (ii) Xxxxxx Xxxxxxx Arsht & Xxxxxxx LLP, as Delaware counsel for the Loan Parties, (iii) Advisors LLP, as California counsel for the Loan Parties, (iv) Xxxxxx Xxx, as Irish counsel for the Loan Parties, (v) Eversheds, as Irish counsel for the Administrative Agent, (vi) Xxxxx & Xxxxx, société en commandite simple, (Luxembourg), as Luxembourg counsel for the conditions Loan Parties, (vii) NautaDutilh Avocats Luxembourg, as Luxembourg counsel for the Administrative Agent, (viii) Xxxxxxx XX, as Swiss counsel for the Loan Parties, and (ix) White & Case LLP, as English law counsel for the Administrative Agent, in each case (A) dated the Incremental Term B-1 Funding Date (except the opinion of White & Case LLP, which shall be dated August 13, 2014), (B) addressed to effectiveness the Administrative Agent and the Incremental Term B-1 Lenders and other Lenders on the Incremental Term B-1 Funding Date and (C) in form and substance reasonably satisfactory to the Administrative Agent and the Incremental Term B-1 Arrangers covering such matters relating to this Incremental Assumption Agreement No. 1 as the Administrative Agent or the Incremental Term B-1 Arrangers shall reasonably request. (e) The Administrative Agent shall have received a certificate of the ABL Amendment shall have been satisfied Secretary or Assistant Secretary or Director or similar officer of each Loan Party signatory to any agreement or other document referenced in paragraph (b) or (c) above (other than the Lux Borrower, Swiss Holdco and Swiss Xxxxx) dated the ABL Amendment shall be Incremental Term B-1 Funding Date and certifying: 1. a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (A) certified (to the extent available in full force and effect.any non-U.S. jurisdiction) as of a recent date by the Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America) of the jurisdiction of its organization, or (B) otherwise certified by the Secretary or Assistant Secretary or Director or similar officer of such Loan Party or other person duly authorized by the constituent documents of such Loan Party; 2. a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America);

Conditions to Effectiveness. This Amendment shall become effective only upon as of the satisfaction in full of date when the following conditions precedenthave been met: (a) Agent The Bank shall have received counterparts hereof, an original of this Amendment duly executed by the Borrower, and delivered by all the Bank (whether such parties heretoshall have signed the same or different copies); (b) Agent The Bank shall have been reimbursed by Borrower for all reasonable fees and third-party out-of-pocket charges and other expenses incurred in connection with this Amendment and the transactions contemplated thereby or otherwise due and owing pursuant to the Loan Documents as of the date hereof, including, without limitation, (y) the reasonable attorneys’ fees and expenses of Xxxxxxxx Xxxxxxxxx & Xxxxxx, as counsel to the Bank and (z) lien searches, title and recordation fees; (c) The Bank shall have received a fully executed copy of each lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) in form and scope satisfactory to the Bank with respect to the Borrower showing no existing Liens on the property of the SWIMS Purchase Agreement and Borrower except as permitted under the SWIMS Subordinated Note, each Credit Agreement; (d) The Bank shall have received from the Borrower an extension fee in the amount of $5,000.00 which fee shall be in full force fully earned by the Bank and effect substantially concurrently with payable on the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness date of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent The Bank shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;Borrower’s updated financial projections/statements; and (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent The Bank shall have received a fully executed copy any other documents, agreements and instruments reasonably requested by the Bank in connection with the execution of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL this Amendment shall have been satisfied and the ABL Amendment shall be in full force and effecttransactions contemplated thereby.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date on which each of the following conditions precedent:is satisfied (the “Amendment No. 4 Effective Date”): (a) Agent shall have received The Administrative Agent’s receipt of executed counterparts hereofof this Amendment from Holdings, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of Borrower, the SWIMS Purchase Agreement Administrative Agent, the Required Lenders and the SWIMS Subordinated NoteFronting Lender, each of which shall be in full force and effect originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified. (b) The Borrower shall have paid, or substantially concurrently with the effectiveness satisfaction of the other conditions precedent set forth in this AmendmentSection 5 shall pay in full (in each case other than any contingent or indemnification obligations not then asserted or due), (i) the Second Lien Obligations and (ii) all accrued and unpaid fees, interest, premiums and reimbursable costs and expenses with respect to the SWIMS Acquisition shall be consummated in accordance with Second Lien Obligations (including any amounts payable under Section 2.21 of the SWIMS Purchase Second Lien Credit Agreement substantially concurrently with the effectiveness as a result of this Amendment;such prepayment). (c) no Default or Event of Default The Borrower shall have occurred and be continuing on reimbursed the date hereof; (d) Borrowers have provided Administrative Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all its reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and incurred in connection with this Amendment (which have been invoiced at least one Business Day prior to the Closing Date, including the outstanding reasonable and documented fees, charges and disbursements of Xxxx Xxxxxxxx LLP, counsel for the Administrative Agent. (d) All fees and expenses of Agent, including without limitation, legal fees and expenses) required to be paid on the Amendment No. 4 Effective Date shall have been paid by on or before the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; andAmendment No. 4 Effective Date. (he) The Administrative Agent shall have received a fully an executed copy legal opinion of an amendment Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the ABL Credit AgreementLoan Parties, dated substantially in the date hereofform of the legal opinion provided on the Closing Date. Such legal opinion shall contain such changes thereto as may be approved by, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall otherwise be in form and substance reasonably satisfactory to, the Administrative Agent and shall cover such other matters incident to the Agenttransactions contemplated by the Loan Documents as the Administrative Agent may reasonably require. The counsel delivering the foregoing legal opinion is expressly instructed to deliver its opinion for the benefit of each of the Administrative Agent and each Lender. (f) The Administrative Agent shall have received a solvency certificate signed by the chief financial officer and treasurer on behalf of Holdings and dated as of the Amendment No. 4 Effective Date, substantially in the form of Exhibit A hereto. (g) The Administrative Agent shall have received a certificate of each of Holdings, the conditions to effectiveness Borrower and each Subsidiary Guarantor dated the Amendment No. 4 Effective Date, substantially in the form of Exhibit B, with appropriate insertions and attachments. (h) The Administrative Agent shall have received a certificate of a financial officer of the ABL Borrower, dated the Amendment No. 4 Effective Date, certifying that the Borrower is in pro forma compliance with the financial covenants in Section 7.1 (after giving effect to incurrence of the Term Loan Increase and the repayment of the Second Lien Obligations (other than any contingent or indemnification obligations not then asserted or due)) and attaching supporting materials and calculations. (i) The Administrative Agent shall have received an irrevocable notice of borrowing in accordance with Section 1(a) hereof and each of the conditions precedent set forth in Sections 5.2(a) and (b) of the Credit Agreement shall have been satisfied and satisfied. (j) All of the ABL Amendment conditions precedent set forth in Section 2.25 of the Credit Agreement with respect to the Term Loan Increase effected hereby shall be in full force and effecthave been satisfied.

Conditions to Effectiveness. This Second Amendment shall become not be effective only upon the satisfaction in full until each of the following conditions precedentprecedent have been fulfilled to the satisfaction of the Administrative Agent: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) a. The Administrative Agent shall have received a fully executed copy of the following documents, together with each of other document required thereby: 1. This Second Amendment, duly executed and delivered by the SWIMS Purchase Agreement Borrowers, the Facility Guarantor, the Agents and the SWIMS Subordinated NoteLenders; 2. The Third Amendment to the Working Capital Credit Agreement, each of which shall be in full force form and effect substantially concurrently with substance reasonably satisfactory to the effectiveness of this AmendmentAdministrative Agent, duly executed and delivered by the Borrowers, the Facility Guarantor, the Working Capital Administrative Agent and the SWIMS Acquisition Working Capital Lenders; 3. The Second Amendment to the Working Capital Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by the Working Capital Administrative Agent and the Administrative Agent; 4. A Subordination Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Working Capital Administrative Agent, duly executed and delivered by the Buyers under the 2005 Securities Purchase Agreement; and 5. The Securities Purchase Documents, in substantially the forms attached hereto as Exhibits A and B, duly executed by the parties thereto. b. The Third Amendment to the Working Capital Credit Agreement shall be consummated have become effective in accordance with its terms. c. The Second Amendment to the SWIMS Working Capital Intercreditor Agreement shall have become effective, in accordance with its terms. d. The issuance of the Preferred Shares and Warrants, pursuant to the terms of the Securities Purchase Agreement substantially concurrently with the effectiveness of this Amendment;Documents, shall occur on or prior to May 3, 2005. (c) no e. No Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative both before and immediately after giving effect to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources execution of this Second Amendment (other than as may be waived herein) and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by in the Loan Parties in this Amendment and/or in any other Loan Document shall be Credit Agreement are true and correct in all material respects on and as of the date hereof hereof, except (i) to the extent that any such representation or warranty relates they refer specifically to a specific an earlier date, in which case such representation and warranty shall be they are true and correct in all material respects as of such earlier date date. f. The Borrowers and (ii) that the Facility Guarantor shall have provided such materiality qualifier shall not be applicable to any representations additional instruments and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties documents to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form Administrative Agent and substance its counsel may reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectrequest.

Conditions to Effectiveness. This Amendment Section 4.1. The amendments set forth in Section 1 and the waiver set forth in Section 2 shall become effective only upon at the satisfaction in full of time the following conditions precedent:are satisfied to the Purchasers’ satisfaction (the date of satisfaction of such conditions, the “Effective Date”): (a) Agent The Purchasers shall have received one or more counterparts hereof, duly of this Waiver and First Amendment executed and delivered by all each of the parties heretoIssuers and Holdings; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement After giving effect to this Waiver and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this First Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on as of the date hereofof this Amendment; (dc) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the The representations and warranties made by the Loan Parties of Issuers and Holdings contained in this Waiver and First Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except Effective Date. (d) The Issuers and Holdings shall have entered into an agreement with the Senior Lenders pursuant to which (i) to Section 6.01(a) of the extent that any such representation or warranty relates to Senior Credit Agreement is amended in a specific datemanner consistent with Section 1.1 hereof, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality the Senior Lenders waive the restrictions set forth in clause (a) of the definition of “Permitted Acquisition” in the text thereof;Senior Credit Agreement so as to permit the Project Miami Acquisition and (iii) the Senior Lenders consent to the payment of the Amendment Fee and the Waiver Fee to Purchasers as set forth herein. (ge) all reasonable and documented fees and outThe Issuers shall have paid to each Purchaser a non-of-pocket expenses under the Credit Agreement and this Amendment (including refundable amendment fee in cash in an amount equal to 25 basis points multiplied by the outstanding fees and expenses amount of Agent, including without limitation, legal fees and expenses) have been paid by such Purchaser’s Note which shall be fully earned on the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto Effective Date (the “ABL AmendmentAmendment Fee”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective only upon on the satisfaction in full date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions precedent:have been (or are -------------- concurrently being) satisfied: --- (a) Agent 1. This Eighth Amendment shall have received counterparts hereof, duly been executed and delivered by all each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the parties hereto;Lender by the Borrower. (b) Agent 3. The Lender shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementscopy, in form and substance reasonably satisfactory to Agent;the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Amendment, certified by the Secretary or an Assistant Secretary of the Borrower as of the Eighth Amendment Effective Date, which certificates shall state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. (e) Parent 4. The Lender shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds a certificate of the issuance Secretary or an Assistant Secretary of the SWIMS Subordinated Note in Borrower, dated the amount of $13,000,000Eighth Amendment Effective Date, all as to the incumbency and signature of the proceeds officer(s) of which shall have been (orthe Borrower executing this Eighth Amendment and any certificate or other document to be delivered by it pursuant hereto, substantially concurrently together with evidence of the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;incumbency of such Secretary or Assistant Secretary. (f) each 5. Each of the representations and warranties made by the Loan Parties Borrower in this Amendment and/or in any other Loan Document or pursuant to the Credit Documents shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date hereof (except (i) to the extent that any such representation or warranty relates the same relate to a specific another, earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date date). 6. No Default or Event of Default shall have occurred and (ii) that such materiality qualifier shall not be applicable to any representations continuing. 7. All corporate and warranties that are already qualified or modified other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by materiality in this Eighth Amendment, the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under Existing Credit Agreement, the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL other Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which Documents shall be reasonably satisfactory in form and substance reasonably satisfactory to the AgentLender, and the conditions to effectiveness Lender shall have received such other documents in respect of any aspect or consequence of the ABL Amendment transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have been satisfied and received each additional document, instrument, legal opinion or item of information reasonably requested by the ABL Amendment shall Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to be in full force and effecta party.

Conditions to Effectiveness. This Amendment shall become be effective only upon on the satisfaction in full of date (the “Third Amendment Effective Date”) when the following conditions precedentshall have occurred: (a) The Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Agent in form and substance: (i) from each Loan Party and the Required Lenders, executed counterparts hereofof this Amendment, signed on behalf of such party or written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment; (ii) counterparts to the attached Consent and Acknowledgment of Subsidiary Loan Parties, duly executed by each Subsidiary Loan Party; (iii) the Fee Letter, dated as of the date hereof, by and delivered by all between the parties hereto;Borrower and the Agent; and (iv) such other documents as the Agent or any Lender (acting through the Agent) may reasonably request on or before the date falling three (3) days prior to the Third Amendment Effective Date. (b) PA Newco shall have delivered each of the following to the Agent, each of which shall be satisfactory to the Agent in form and substance: (i) an executed Joinder Agreement whereby PA Newco agrees to become a Borrower and a Grantor for all purposes under the Credit Agreement and the other Financing Documents and grants a security interest in favor of the Agent in all Collateral in accordance with the Financing Documents; (ii) each UCC financing statement required by the Financing Documents or under law or reasonably requested by the Agent to be filed, registered or recorded in order to create in favor of the Agent a perfected Lien on the personal property Collateral of PA Newco; and (iii) an amendment to the Pennsylvania Mortgage to the extent required to reflect the ownership of the real property subject thereto by PA Newco and such other documents in connection therewith as Agent shall require. (c) The Agent shall have received a fully executed copy of each of the SWIMS Leucadia Purchase Agreement Agreement, which shall be, in form and substance, satisfactory to the Agent and the SWIMS Subordinated Note, each of which transactions contemplated thereby shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be have been consummated in accordance with the SWIMS terms of the Leucadia Purchase Agreement substantially concurrently with without waiver or amendment of any term or condition thereof that would reasonably be expected to be adverse to the effectiveness interests of this Amendment;the Lenders in any material respect without the prior consent of the Agent (such consent not to be unreasonably withheld or delayed). (cd) no Default or Event of Default PA Newco and each Loan Party shall have occurred delivered to the Agent a secretary’s certificate (or substantively similar document reasonably acceptable to the Agent) which shall include, either directly or by incorporated attachments, (a) certifications as to the incumbency of PA Newco’s or such Loan Party’s officers, together with specimen signatures of those officers who will have the authority to execute documents on behalf of PA Newco or such Loan Party, respectively and (b) true and complete copies of (i) PA Newco’s or such Loan Party’s articles or certificate of incorporation, organization, or formation; (ii) PA Newco’s or such Loan Party’s bylaws, operating agreement, partnership agreement or other organizational documents; (iii) resolutions of the appropriate governing body or board authorizing the transactions contemplated herein and (iv) good standing certificates from the jurisdiction of organization of PA Newco and each Loan Party. (e) The Agent shall have received the favorable, written opinion of counsel to the Loan Parties and PA Newco, as well as any relevant local counsel to the Loan Parties, as to PA Newco’s and each of the Loan Parties’ status and the legal and binding effect of the transactions contemplated by this Amendment and any of the other Loan Documents executed in connection herewith. (f) The Borrower shall have paid to the Agent for the benefit of each Lender that provides its executed signature page to this Amendment no later than November 14, 2011, an amendment fee equal to 0.10% of such Lender’s Commitment, which shall be continuing fully earned and nonrefundable on the date hereof;. (dg) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the The representations and warranties made by of the Loan Parties set forth in Section 4 of this Amendment and/or in any other Loan Document shall be true and correct in all material respects on respects. (h) No Default or Matured Default shall have occurred and as of the date hereof except be continuing or shall exist. (i) to The Agent shall have received the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality amounts separately agreed upon in the text thereof;Fee Letter described in Section 5(a)(iii) of this Amendment. (gj) The Borrower shall have paid all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent’s counsel, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”)Fulbright & Xxxxxxxx L.L.P., which shall be in form are then due and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment owing and for which an invoice shall have been satisfied and the ABL Amendment shall be in full force and effectreceived.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full The effectiveness of this Agreement, as amended and restated hereby, is subject to the following conditions precedent, except as otherwise agreed among the Parent and the Administrative Agent: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each The Administrative Agent’s receipt of the SWIMS Purchase Agreement and the SWIMS Subordinated Notefollowing, each of which shall be in full force and effect substantially concurrently with originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, signing Loan Party each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement; (ii) executed counterparts of the Subordination Agreement; (iii) a fully executed copy of the Subordinated Loan Agreement; (iv) fully executed copies of each of the other Subordinated Loan Documents; (v) a fully executed copy of the Reaffirmation Agreement; (vi) legal opinions of Wuersch & Xxxxxx LLP, counsel to the Loan Parties, and such local counsel as the Administrative Agent may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agent;, dated the Effective Date, and addressed to the Administrative Agent, the Collateral Agent, and the Lenders; and (vii) a solvency certificate from the chief financial officer of the Parent (after giving effect to the transactions contemplated hereunder and pursuant to the Subordinated Loan Documents) substantially in the form as provided on the Closing Date. (b) All fees and expenses required to be paid hereunder (to the extent invoiced prior to the Effective Date) shall have been paid in full in cash (or arrangements satisfactory to the Administrative Agent shall have been made for payment of such amounts immediately upon the making of the initial Loans hereunder). (c) Simultaneously with the execution of this Agreement, each of the transactions contemplated by the Subordinated Loan Documents shall be consummated in accordance with applicable law and in accordance in all material respects with the Subordinated Loan Documents. (d) Since June 30, 2013, there shall not have occurred a Material Adverse Effect. (e) Parent The Administrative Agent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds a certificate from a Responsible Officer of the issuance of Parent confirming the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each accuracy of the representations and warranties made by in the Loan Parties Documents in this Amendment and/or all material respects (except to the extent such representations and warranties specifically relate to an earlier date, in any other Loan Document which case such representations and warranties shall be have been true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (iidate) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectabsence of any Default or Event of Default on the Effective Date.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full The effectiveness of the following Plan will be subject to usual and customary conditions precedent: that are satisfactory to the Requisite Consenting Lenders, including the following: (ai) Agent shall have received counterparts hereof, duly executed all definitive documents contain terms and delivered by conditions consistent in all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently respects with the effectiveness of this Amendment, RSA and the SWIMS Acquisition shall will otherwise be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory acceptable to Agent; (e) Parent the Requisite Consenting Lenders to the extent set forth in the RSA or this Term Sheet, and any conditions precedent related thereto shall have received been satisfied or waived; (or shall, substantially concurrently with the effectiveness hereof receiveii) the proceeds of Bankruptcy Court shall have entered the issuance of confirmation order for the SWIMS Subordinated Note Plan in form and substance materially consistent in all respects with this Term Sheet and otherwise acceptable to the amount of $13,000,000Debtors and the Requisite Consenting Lenders, and such confirmation order will not have been reversed, stayed, modified or vacated on appeal and such order shall have become a final order; (iii) all of the proceeds of which shall have been (orschedules, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price documents and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) exhibits to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which Plan shall be in form and substance materially consistent in all respects with this Term Sheet and otherwise reasonably satisfactory acceptable in all respects to the Agent, Debtors and the conditions to effectiveness of Requisite Consenting Creditors; (iv) the ABL Amendment shall RSA will not have been satisfied terminated, and the ABL Amendment shall will be in full force and effect.; (v) the Debtors shall not be in default under the DIP Facility or the orders approving the DIP Facility; (vi) all Transaction Expenses will have been paid in full in cash; (vii) in the event of a Reorganization Transaction, (a) the conditions to closing of the Exit Facilities shall have been satisfied or waived and (b) the Reorganized Debtors will have a minimum liquidity (consisting of unrestricted cash and/or revolver availability) of no less than $13 million on a pro forma basis as of the Effective Date, after taking into account any reserves required under the Plan (the “Minimum Liquidity Condition”); and (viii) all governmental and third party approvals and consents necessary in connection with the Restructuring shall have been obtained, not be subject to unfulfilled conditions and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on such transactions. The conditions precedent set forth herein may not be waived without the express prior written consent of the Debtors and the Requisite Consenting Lenders. EXHIBIT 1 TO RESTRUCTURING TERM SHEET

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full of the following conditions precedent:, unless specifically waived in writing by Agent (the first date upon which all such conditions have been satisfied being herein called the “Effective Date”): (a) Agent shall have received counterparts hereofthe following documents or items, each in form and substance satisfactory to Agent and its legal counsel: (i) this Amendment duly executed by Borrowers and delivered by Lenders; and (ii) all other documents Agent may reasonably request with respect to any matter relevant to this Amendment or the parties heretotransactions contemplated hereby; (b) Each document (including any Uniform Commercial Code financing statement) required by the Credit Agreement, any related agreement or under law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral shall have been properly filed, registered or recorded in each jurisdiction in which the filing, registration or recordation thereof is so required or requested, and Agent shall have received a fully executed copy an acknowledgment copy, or other evidence satisfactory to it, of each such filing, registration or recordation and satisfactory evidence of the SWIMS Purchase Agreement and the SWIMS Subordinated Notepayment of any necessary fee, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmenttax or expense relating thereto; (c) no All fees and expenses due and owing by Borrowers to Agent and Lenders shall have been paid in full; (d) All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel; (e) The representations and warranties contained herein and in the Credit Agreement and the Other Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof; and (f) No Default or Event of Default Default, other than the Existing Defaults, shall have occurred and be continuing on the date hereof; (d) continuing. Agent shall provide notice to Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance occurrence of the SWIMS Subordinated Note in the amount of $13,000,000“Effective Date;” provided, all of the proceeds of which shall however, that Borrowers so have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price no rights arising from and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment no liability whatsoever with respect to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory any failure by Agent to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectprovide such notice.

Conditions to Effectiveness. This The effectiveness of the Third Amendment shall become effective only upon Incremental Term Loan Commitment, the funding of the Third Amendment Incremental Term Loans and the effectiveness of the amendments to the Credit Agreement set forth herein are each subject to the satisfaction (or waiver by (x) the Consenting Lenders in full the case of Section 2 hereof and (y) the Third Amendment Incremental Term Loan Lenders in the case of Section 3 hereof) of each of the following conditions precedent:(the date on which such conditions shall have been so satisfied or waived, the “Third Amendment Effective Date”): (a) the Administrative Agent shall have executed a counterpart of this Amendment and received counterparts hereof, duly (i) a counterpart to this Amendment executed and delivered by all the parties heretoBorrower and Holdings, (ii) a counterpart to this Amendment from existing Lenders sufficient to constitute Required Lenders (without giving effect to the Third Amendment Incremental Term Loans) and (ii) the executed Lender Addendum by the Third Amendment Incremental Term Loan Lenders; (b) on and as of the Third Amendment Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified), in each case, on and as of the Third Amendment Effective Date and after giving effect to the Third Amendment Incremental Term Loans and the amendments made pursuant to this Amendment on the Third Amendment Effective Date (except in the case of any representation and warranty which specifically refers to an earlier date, such representation and warranty shall have been true and correct in all material respects as of such earlier date); (c) the Borrower shall have paid all expenses required to be paid by the Borrower to the Administrative Agent and the Third Amendment Incremental Term Loan Lenders on or before the Third Amendment Effective Date, including the reasonable and documented out-of-pocket expenses of Milbank LLP, counsel to the Administrative Agent (which fees may be offset against the proceeds of the Third Amendment Incremental Term Loans funded on the Third Amendment Effective Date), in each case, to the extent invoiced at least two (2) Business Days prior to the Third Amendment Effective Date (except as otherwise reasonably agreed by the Borrower); (d) the Administrative Agent shall have received a fully certificate dated the Third Amendment Effective Date and executed copy by a Responsible Officer of each of the SWIMS Purchase Agreement Loan Parties, certifying that attached thereto is a true and complete copy of resolutions or written consents of its board of directors or other relevant governing body or Person, as the SWIMS Subordinated Notecase may be, each authorizing the execution, delivery and performance of this Amendment and any other Loan Document to which shall it is a party to be entered into as of the Third Amendment Effective Date, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect substantially concurrently with the effectiveness of this Amendmentwithout amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentmodification or rescission; (ce) the Administrative Agent shall have received a certificate from the chief financial officer, chief accounting officer or other Responsible Officer of the Borrower attesting to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to this Amendment on the Third Amendment Effective Date, substantially in the form of Exhibit L to the Credit Agreement; (f) no Default or Event of Default shall have occurred and be continuing on the date hereofThird Amendment Effective Date after giving effect to this Amendment and the Third Amendment Incremental Term Loans on the Third Amendment Effective Date; (dg) Borrowers have provided the Administrative Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received an officer’s certificate from a Responsible Officer of Holdings and dated the Third Amendment Effective Date, certifying that (or shall, substantially concurrently with the effectiveness i) each condition set forth in Sections 4(b) and 4(f) hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects satisfied on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date Third Amendment Effective Date and (ii) that such materiality qualifier shall not be applicable the Third Amendment Incremental Term Loans comply with the provisions of Section 2.16 of the Credit Agreement after giving effect to any representations and warranties that are already qualified or modified by materiality the amendments set forth in the text thereofSection 2 hereof; (gh) all reasonable the Administrative Agent shall have received the legal opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, acting as New York counsel for the Borrower and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agenteach other Loan Party, including without limitation, legal fees and expenses) have been paid by the Loan Parties addressed to the extent such fees Administrative Agent and expenses have been invoiced the Third Amendment Incremental Term Loan Lenders and reasonably satisfactory to Borrowersthe Administrative Agent; and (hi) the Administrative Agent shall have received a fully executed copy of an amendment Loan Notice relating to the ABL Credit Agreement, dated Borrowing of the date hereof, among Third Amendment Incremental Term Loans on the Borrowers, Third Amendment Effective Date. Each Party to this Amendment hereby agrees that the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which amendments set forth in Section 2 hereof shall be in form and substance reasonably satisfactory effective immediately prior to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied amendments set forth in Section 3 hereof and the ABL making of the Third Amendment shall be in full force and effectIncremental Term Loans.

Conditions to Effectiveness. This Amendment shall become effective only as of the date hereof and upon the satisfaction in full of the following conditions precedent: (a) Agent Each party hereto shall have received counterparts hereof, duly executed and delivered by all the parties heretothis Amendment to Agent; (b) Agent shall have received from Borrower for each Lender a fully duly executed copy of Second Amended and Restated Revolving Note dated the date hereof and each of in form and substance satisfactory to Agent (the SWIMS Purchase Agreement “Amended and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentRestated Notes”); (c) no Agent shall have received a fully and manually executed Second Amendment to Real Property Mortgage with respect to the real Property located at 0000 X. Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, in form and substance satisfactory to Agent (the “Mortgage Amendment”); (d) Agent shall have received from Borrower a duly executed amendment to fee letter dated as of the date hereof in form and substance satisfactory to Agent (the “Fee Letter Amendment”); (e) Agent shall have received a copy of resolutions of Borrower’s board of directors (or analogous governing board) authorizing the execution, delivery and performance of this Amendment, the Amended and Restated Notes, the Mortgage Amendment and the Fee Letter Amendment, in form and substance satisfactory to Agent; (f) Agent shall have received for each Lender the favorable written opinions of counsel to Borrower, in form and substance satisfactory to Agent; (g) Borrower shall have paid to Agent, for the pro rata benefit of the Lenders, an amendment fee equal to $87,500; and (h) No Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (hereof or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to of the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectthis Amendment.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments shall become effective on the first date (the “First Amendment Effective Date”) when, and only upon the satisfaction in full when, each of the following applicable conditions precedentset forth below have been satisfied (or waived) in accordance with the terms herein: (a) the Administrative Agent shall have received counterparts hereoffrom the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered by all the parties heretoon behalf of such party; (b) the Administrative Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement items set forth on Annex C attached hereto, in each case, in form and substance reasonably acceptable to the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAdministrative Agent; (c) receipt by the Administrative Agent in dollars and in immediately available funds, for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share of the aggregate amount of the First Amendment Effective Date Term Loan on the First Amendment Effective Date, a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00) of the aggregate principal amount of the First Amendment Effective Date Term Loan, which such fee shall be fully earned, due and payable on the date hereof and paid from the proceeds of the First Amendment Effective Date Term Loans; (d) all fees and expenses required to be paid on the First Amendment Effective Date pursuant to the Loan Documents (in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date) shall have been paid from the proceeds of the First Amendment Effective Date Term Loans; (e) the truth and accuracy of the representations and warranties in Section 5 hereof; and (f) both immediately before and after giving effect to this Amendment, the funding of the First Amendment Effective Date Term Loans and the consummation of the other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectcontinuing.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full as of the following conditions precedent:date first written above (such date, the “Amendment No. 4 Effective Date”) when, and only when, (a) the Administrative Agent shall have received counterparts hereofof this Amendment executed by the Administrative Agent, duly executed each Term Lender, the Required Lenders, Holdings and delivered by all the parties heretoParent Borrower; (b) the Administrative Agent shall have received a fully executed copy of each for the ratable account of the SWIMS Purchase Agreement and the SWIMS Subordinated NoteTerm Lenders party hereto, each of an additional payment equal to $5,000,000, which additional payment shall be payable in full force and effect substantially concurrently with the effectiveness form of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness additional Term Loans of this Amendmentlike aggregate principal amount; (c) no Default SMART Global Holdings, Inc., a Cayman Islands exempted company or Event of Default a Subsidiary thereof shall have occurred and be continuing on made a common equity investment of at least $9,900,000 in cash to the date hereofParent Borrower; (d) Borrowers 10,402,765 warrants to purchase ordinary shares of SMART Global Holdings, Inc. in the aggregate shall have provided Agent with a due diligence package relative been earned as of the Amendment No. 4 Effective Date and issued to the SWIMS AcquisitionTerm Lenders in each case pursuant to a Warrant Agreement substantially in the form of Annex C hereto, including an acquisition overview, investment highlights, sources and uses for with each Term Lender receiving its pro rata portion of such warrants based on its pro rata share of the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agentoutstanding principal amount of the Term Loan held by such Term Lender as of the Amendment No. 4 Effective Date; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of each Loan Party set forth in the Loan Parties in this Amendment and/or in any other Loan Document Documents shall be true and correct in all material respects on and as of the date hereof except (i) Amendment No. 4 Effective Date; provided that, to the extent that any such representation or warranty relates representations and warranties specifically refer to a specific an earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date date; provided further that any representation and (ii) warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects on the Amendment No. 4 Effective Date or on such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in earlier date, as the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowerscase may be; and (hf) Agent on the Amendment No. 4 Effective Date and immediately after giving effect to this Amendment, no Default shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent occurred and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectcontinuing.

Conditions to Effectiveness. This Amendment shall become effective only upon On the satisfaction in full of the following conditions precedentClosing Date: (a) The Agent shall have received counterparts hereoffrom the general counsel or senior counsel of PPL a favorable opinion dated the Closing Date substantially in the form of Exhibit A hereto. (b) The Agent shall have received an opinion of Xxxx & Priest LLP, counsel for PPL, Finance Co. and Resources, addressed to the Agent, the Fronting Bank and the Banks, dated the Closing Date, with respect to the enforceability of this Agreement against PPL and Finance Co., and with respect to the enforceability of the guarantee hereunder by Resources of the obligations of Finance Co. against Resources, substantially in the form of Exhibit B hereto. (c) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement (including resolutions of the Board of Directors of PPL, Finance Co. and Resources and certificates as to the incumbency of the officers signing this Agreement or any certificate delivered in connection herewith) shall be satisfactory in form and substance to the Agent, and the Agent shall have received all information and copies of all documents that it has requested, such documents where appropriate to be certified by proper corporate or governmental authorities. (d) The Agent shall have received from each of the Banks, the Fronting Bank, PPL, Finance Co. and Resources a duly executed and delivered by all the parties hereto;counterpart hereof. (be) The conditions set forth in Sections 4.2A and 4.2B (other than Section 4.2A(c) and Section 4.2B(c)) shall have been satisfied. (f) The Agent shall have received evidence satisfactory to it of the termination of the Revolving Credit Agreement dated as of August 30, 1994, among PPL, the banks party thereto and The Chase Manhattan Bank (as successor by merger to Chemical Bank), as agent for the banks. (g) The Agent shall have received evidence satisfactory to it of the termination of the Revolving Credit Agreement dated as of May 30, 1996, as amended as of May 27, 1997, among Resources, the banks party thereto and The Chase Manhattan Bank as fronting bank, collateral agent and agent for the banks. (h) The Agent shall have received a fully executed copy certificate signed by appropriate officers of each of the SWIMS Purchase PPL stating that all regulatory approvals necessary to permit PPL to enter into this Agreement and the SWIMS Subordinated Note, each of which shall be to perform its obligations hereunder have been obtained and are in full force and effect substantially concurrently with the effectiveness and attaching evidence of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectregulatory approvals.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full of date (the “Effective Date”) on which the following conditions precedentare satisfied in full: (a) Agent shall have received one or more counterparts hereof, duly of this Amendment executed and delivered by all Borrower, the parties heretoother Loan Parties, Agent and Lenders; (b) Agent shall have received a fully one or more counterparts of the Consent and Reaffirmation in the form of Exhibit A hereto, executed copy of and delivered by each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentGuarantors named therein; (c) Agent shall have received an amendment and restatement, each in the form of Exhibit B hereto, of each Note held by a Lender having a Term Loan B Commitment, each dated the Amendment No. 2 Effective Date and executed and delivered by Borrower; (d) Agent shall have received the Intercompany Note, duly executed and delivered by Borrower and pledged and endorsed by Xxxxxx to the order of Agent, accompanied by such instruments of transfer or assignment duly executed in blank as specified by Agent; (e) Agent shall have received (i) in immediately available funds the Amendment No. 2 Fee and (ii) evidence satisfactory to Agent that all Legal Costs of Agent incurred in connection with this Amendment and the other Loan Documents shall have been paid; (f) except for the Continuing Defaults (as hereinafter defined) no Default or Event of Default shall have occurred and be is continuing on the date hereof;or would result after giving effect to this Amendment; and (dg) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses except for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the those representations and warranties made by that are not true and correct as a result of the Continuing Defaults, all representations and warranties of the Loan Parties contained in this Amendment and/or and in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty Credit Agreement shall be true and correct in all material respects as of such earlier the date hereof and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in as of the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of AgentEffective Date, including without limitation, legal fees and expenses) have been paid by the Loan Parties except to the extent such fees representations and expenses have been invoiced warranties relate to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectspecific date.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of date (the following conditions precedent“First Amendment Effective Date”) on which the Administrative Agent shall have received: (a) Agent shall have received counterparts hereofthis Amendment, duly executed and delivered by all a duly authorized officer of the parties heretoBorrower; (b) Agent shall have received a fully executed copy of each of written consents to the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness execution of this Amendment, and Amendment (“Lender Consent Letters”) from Lenders constituting the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentRequired Lenders; (c) no Default or Event of Default shall have occurred a Tranche C Lender Addendum executed and be continuing on delivered by each Tranche C Term Loan Lender and accepted by the date hereofBorrower; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources executed Acknowledgment and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsConsent, in the form set forth at the end of this Amendment, from each Loan Party other than the Borrower (such Acknowledgements and substance reasonably satisfactory to AgentConsents, together with this Amendment, the “Amendment Documents”); (e) Parent a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment Effective Date) of Lxxxxx & Wxxxxxx, counsel to the Borrower and its Subsidiaries, covering such matters relating to the Loan Parties, the Loan Documents and this Amendment as the Administrative Agent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionreasonably request; (f) each of the representations all fees required to be paid, and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under of the Credit Agreement and this Amendment Administrative Agent for which invoices have been presented (including the outstanding fees reasonable fees, disbursements and expenses other charges of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties counsel to the extent such fees and expenses have been invoiced to BorrowersAgents), on or before the First Amendment Effective Date; and (hg) Agent shall have received a fully executed copy of an amendment subject to the ABL Credit Agreement, dated the date Section 9 hereof, among satisfactory evidence that the Borrowersoutstanding principal amount of, and all accrued and unpaid interest on, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment Tranche B Term Loans shall have been satisfied paid in full (in the case of the principal amount thereof, with the proceeds of the Tranche C Term Loans). The Administrative Agent shall notify the Borrower and the ABL Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall be in full force and effectnot become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 31, 2003.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of each of the following conditions precedent: (a) the Administrative Agent shall have received counterparts hereof, a counterpart signature page to this Amendment duly executed and delivered by all the parties heretoBorrower, the Parent, and the Required Lenders; (b) the Borrower shall have paid to the Administrative Agent, for the PRO RATA account of each of the Lenders which shall have returned to the Administrative Agent an executed signature page to this Amendment on or prior to May 26, 2005, an amendment fee in an amount equal to fifteen hundredths of one percent (0.15%) of the aggregate amount of such Lenders' Commitment; (c) the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that all corporate action necessary for the valid execution, delivery and performance by the Borrower and the Parent, as applicable, of (i) this Amendment and the transactions contemplated hereby and (ii) the HoldCo Floating Rate Note Documents and the transactions contemplated thereby, shall have been duly and effectively taken; (d) the Administrative Agent shall have received a fully executed copy of each copy, certified by a duly authorized officer of the SWIMS Purchase Agreement Parent to be true and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing complete on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to , of the SWIMS Acquisition, including an acquisition overview, investment highlights, sources HoldCo Floating Rate Note Indenture and uses for all documents executed and delivered by the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, Parent in form and substance reasonably satisfactory to Agentconnection therewith; (e) Parent the Administrative Agent shall have received (or shall, substantially concurrently copies of all legal opinions executed and delivered by counsel to the Parent in connection with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in HoldCo Floating Rate Notes, which opinions shall provide that the amount of $13,000,000Agents and the Lenders may rely on each such legal opinion, all other than opinions relating to Section 10(b)(5) of the proceeds Securities Act of which 1934 (or if such legal opinions do not contain such a provision, the Administrative Agent shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) also receive a reliance letter addressed to the extent that any such representation or warranty relates to a specific date, in which case such representation Agents and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be Lenders in form and substance reasonably satisfactory to the AgentAdministrative Agent with respect to each such legal opinion); and (f) contemporaneously upon the earlier of (i) the issuance of the HoldCo Floating Rate Notes, or (ii) the conditions to effectiveness of the ABL Amendment shall have been satisfied and first purchase of Capital Stock under the ABL Amendment shall be in full force and effect2005 ECC Stock Tender Offer.

Conditions to Effectiveness. This Amendment The waivers contained in Section 3 of this Limited Waiver shall become not be effective only upon the satisfaction in full until each of the following conditions precedentprecedent has been fulfilled to the satisfaction of the undersigned Holders party hereto: (a) Agent This Limited Waiver shall have received counterparts hereof, been duly executed and delivered by the Company, the Guarantors, the Trustee, and all the parties hereto;undersigned Holders, and the Trustee and the undersigned Holders shall have received evidence thereof. (b) Agent The Supplemental Indenture shall have been duly executed and delivered by the Company, the Guarantors and the Trustee, and the Trustee and the undersigned Holders shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment;evidence thereof. (c) After giving effect to this Limited Waiver, no Default or Event of Default shall have occurred and be continuing on the date hereof;continuing. (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources All invoiced and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agentthe Trustee (including, including without limitation, legal fees of Xxxxxxxx & Xxxxxxxx LLP and expensesHolland & Xxxx LLP, as counsel to the Trustee) and of Xxxx Xxxxxxxx LLP and Xxxxxxx Xxxxx LLP, as counsel to the undersigned Holders, shall have been paid in full. (e) The aggregate principal amount of PIK Interest Notes set forth on Exhibit A to this Limited Waiver with respect to each Holder shall have been executed, authenticated, issued and delivered in accordance with the terms of the Indenture, as modified by the Loan Parties to Supplemental Indenture, and registered in the extent name of such fees Holder, and expenses have been invoiced to Borrowers; and (h) Agent each such Holder shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness written confirmation of the ABL Amendment shall have been satisfied and same from the ABL Amendment shall be in full force and effectTrustee.

Conditions to Effectiveness. This The effectiveness of this Second Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective only upon as of the Consolidated Amendment Date (as defined below)) is subject to the satisfaction in full of the following conditions precedent: (ai) the Agent shall have received counterparts hereofof this Second Amendment that, duly executed when taken together, bear the signatures of the Obligors, the Agent and delivered by all the parties heretoRequired Lenders; (bii) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement prior to and the SWIMS Subordinated Note, each of which shall be in full force and after giving effect substantially concurrently with the effectiveness of to this Second Amendment, and the SWIMS Acquisition (A) there shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) exist no Default or Event of Default shall have occurred and be continuing on the date hereof; (dB) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of the Loan Parties Obligors contained herein or in this Amendment and/or in any the other Loan Document Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof Second Amendment Effective Date, except (i) to the extent that any such representation or warranty relates representations and warranties expressly relate to a specific an earlier specified date, in which case such representation representations and warranty warranties shall be have been true and correct in all material respects as of such earlier the date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofwhen made; (giii) the Agent shall have received an executed copy of the merger agreement pursuant to which the PAMT Merger will be consummated, together with all schedules, exhibits and annexes thereto, each of which shall be reasonably satisfactory in substance and form to the Agent, certified by an Authorized Officer of the Borrower as being true, correct and complete and in full force and effect; (iv) the Agent shall have received a pro forma balance sheet of PAMT, in form and substance satisfactory to the Agent and the Required Lenders; (v) the Agent shall have received (A) for the benefit of the Lenders, the fees required to be paid by the Borrower pursuant to Section 6 below, (B) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrower pursuant to the Second Amendment Fee Letter, dated as of August 5, 2013, among the Agent, the Lead Arranger and the Borrower, (C) all reasonable and documented fees and out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Second Amendment and the other documents being executed or delivered in connection herewith, and (D) any other amounts due and payable by the Borrower hereunder or under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties on or prior to the extent such fees and expenses have been invoiced to BorrowersSecond Amendment Effective Date; and (hvi) the Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreementsuch additional documents, dated the date hereof, among the Borrowers, the Guarantors, the Parent instruments and Xxxxx Fargo Bank, National Association information as the sole lenders party thereto (Agent may reasonably request to effect the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effecttransactions contemplated hereby.

Conditions to Effectiveness. This Amendment shall become effective only upon Upon the satisfaction in full of each of the following conditions precedentconditions, this Agreement shall be deemed to be effective as of the date hereof: (a) the Administrative Agent shall have received counterparts hereofof this Agreement executed by the Administrative Agent (on behalf of itself and each of the Consenting Lenders by virtue of each Consenting Lender's execution of a Lender Authorization), duly executed the Borrower, the Parent and delivered by all each of the parties heretoGrantors; (b) the Administrative Agent shall have received a fully executed copy of each of Lender Authorizations from the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentrequisite Consenting Lenders; (c) no Default or Event of Default the Administrative Agent shall have occurred been reimbursed for all fees (including, without limitation, the fees set forth in that certain letter agreement dated as of October 31, 2008 (as amended, restated, supplemented or otherwise modified) between Wachovia Capital Markets, LLC and be continuing the Borrower) and out-of-pocket charges and other expenses incurred in connection with this Agreement, including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent; (d) the Administrative Agent shall have received an effective corresponding amendment to the Canadian Credit Agreement, in form and substance substantially consistent with this Agreement (with such changes as are applicable only to the Canadian Credit Agreement), duly executed by the Canadian Administrative Agent, the Canadian Borrower, the Parent, each Canadian Guarantor and the requisite Consenting Lenders (whether directly or through a lender authorization); (e) the Administrative Agent shall have received evidence in form and substance satisfactory thereto that Consolidated EBITDA for the fiscal quarter ended September 30, 2008 is not less than $78,500,000; (f) the Borrower shall have paid to the Administrative Agent (or its applicable affiliates), for the account of each Consenting Lender (including the Administrative Agent and the Canadian Administrative Agent) that executes and delivers this Agreement or a Lender Authorization to the Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on November 13, 2008, an amendment fee in an amount equal to (a) 50 basis points times the principal amount of such Consenting Lender's Commitment plus (b) 50 basis points times the principal amount of such Consenting Lender's "Commitment" (as defined in the Canadian Credit Agreement); (g) the Administrative Agent and the Lenders shall have been repaid in full all commitment fees due thereto under the Credit Agreement that have accrued on and prior to the date of this Agreement with respect to that portion of the Commitment terminated as of the date hereof; (dh) Borrowers the Borrower shall have provided Agent with made a due diligence package relative repayment of principal sufficient to permanently reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Commitment as reduced as of the date of this Agreement and uses for shall otherwise have complied with the SWIMS acquisition, requirements of the Credit Agreement with respect to reduction of the Commitment; (i) the Borrower shall have used its commercially reasonable efforts to deliver endorsements with respect to the Credit Insurance Policy in form and SWIMS’ historical substance reasonably acceptable to the Administrative Agent and forecasted profit the Canadian Administrative Agent reflecting their respective interests as additional insured and loss statementspayee, as their respective interests may appear; (j) the Administrative Agent shall have received a bring-down field exam dated as of September 30, 2008 with respect to the Collateral in form and substance satisfactory to the Administrative Agent (it being hereby agreed and acknowledged that receipt of the Borrowing Base Certificate pursuant to clause (k) below shall be deemed to satisfy the requirement set forth in this clause (j)); (k) the Administrative Agent shall have received a Borrowing Base Certificate, in form and substance reasonably satisfactory to Agentthe Administrative Agent dated as of September 30, 2008, duly certified by a Responsible Officer of the Original Borrower; (el) Parent the Administrative Agent shall have received (or shalldocumentation, substantially concurrently with in form and substance satisfactory to the effectiveness hereof receive) Administrative Agent and the proceeds of the issuance of the SWIMS Subordinated Note Canadian Administrative Agent, evidencing, amongst other things, an increase in the amount of $13,000,000, all of the proceeds of which shall have been credit limit (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price on terms and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) conditions satisfactory to the extent that any such representation or warranty relates to a specific date, in which case such representation Administrative Agent and warranty shall be true and correct in all material respects as of such earlier date and (iithe Canadian Administrative Agent) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties with respect to the extent such fees Borrower and expenses have been invoiced to Borrowersits Subsidiaries' existing foreign accounts receivable credit insurance policy number GE 1 16357 with Export Development Canada (the "Closing Date Credit Insurance Policy"); and (hm) the Administrative Agent shall have received a fully executed copy of an amendment to such other instruments (including, without limitation, amended and restated Revolving Credit Notes (if requested by the ABL Credit AgreementLenders) reflecting the reduction in the Commitment), dated the date hereof, among the Borrowers, the Guarantors, the Parent documents and Xxxxx Fargo Bank, National Association certificates as the sole lenders party thereto (Administrative Agent shall reasonably request in connection with the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness execution of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectthis Agreement.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full as of the following conditions precedent:date first written above when, and only when, (a) the Administrative Agent shall have received received: (i) counterparts hereofof this Amendment duly executed and delivered by the Borrowers, the Subsidiary Guarantors, the Administrative Agent and the Required Lenders; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of each Borrower and the Subsidiary Guarantors, as the Administrative Agent may timely request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, including a certificate certifying and attaching the resolutions adopted by each Borrower approving or consenting to the Extension (or if the Borrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) of the Credit Agreement provided for the Extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect); (iii) such evidence as the Administrative Agent may reasonably request to verify that each Loan Party is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; (iv) a certificate dated as of the date hereof signed by a Responsible Officer of the Parent Borrower (1) certifying as to the matters set forth in Section 4(a) and Section 4(b) above and (2) attaching, and certifying that such attachment is a true, correct and complete copy of, that certain Note Purchase Agreement dated as of the date hereof (the “Note Purchase Agreement”), by and among the Parent Borrower and the purchasers party thereto, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement thereto and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Administrative Agent; and (v) counterparts of that certain Amended and Restated Subordination Agreement by and among the Borrowers, the Loan Parties and EEP in favor of the Administrative Agent and the other holders of Senior Indebtedness substantially in the form of Annex A attached hereto; and (b) the Parent Borrower shall have (i) paid all fees it has agreed to pay in connection with this Amendment, including, without limitation, the fees set forth in that certain letter dated August 12, 2014 from the Parent Borrower to the Administrative Agent, and (ii) reimbursed or paid, to the conditions extent timely invoiced to, and reviewed by, the Parent Borrower, all out-of-pocket expenses required to effectiveness of be reimbursed or paid by the ABL Amendment shall have been satisfied and Parent Borrower under the ABL Amendment shall be in full force and effectCredit Agreement.

Conditions to Effectiveness. This The effectiveness of this Amendment is subject to the condition precedent that Borrower shall become effective only upon the satisfaction consent to or have delivered, in full form and substance satisfactory to Bank, such documents, and completion of the following conditions precedentsuch other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties heretooriginal signatures to this Amendment; (b) Agent shall have received its Operating Documents and a fully executed copy good standing certificate of each Borrower certified by the Secretary of State of the SWIMS Purchase Agreement State of Delaware and the SWIMS Subordinated Note, each Secretary of which shall be in full force and effect substantially concurrently with State of the effectiveness State of this Amendment, and Washington as of a date no earlier than thirty (30) days prior to the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentEffective Date; (c) no Default duly executed original signature of the secretary or Event assistant secretary of Default shall have occurred and be continuing on Borrower with respect to a general certificate of Borrower as to, among other things, the date hereofResolutions for Borrower; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, intellectual property security agreement in favor of Bank in form and substance reasonably satisfactory acceptable to AgentBank; (e) Parent certified copies, dated as of a recent date, of financing statement searches, as Bank shall have received (or shallrequest, substantially concurrently with reflecting a lien status position of Borrower in conformity herewith and the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used Loan Agreement and otherwise acceptable to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionBank; (f) each of the representations and warranties made Perfection Certificate executed by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofBorrower; (g) all reasonable intellectual property searches in form and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties substance acceptable to the extent such fees and expenses have been invoiced to Borrowers; andBank; (h) Agent shall have received a fully evidence of repayment of the obligations and indebtedness under the Pinnacle Facilities and the termination of any and all liens and security interests associated therewith, provided that the documentation of this Amendment may be executed copy and this facility may be deemed closed and finalized pending the satisfaction of an amendment this condition with the specific understanding that no Obligations under the Loan Agreement may be outstanding or allowed to be incurred unless and until the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent conditions set forth in this clause are satisfied as Bank determines in its reasonable discretion; (i) repayment in full of all Equipment Advances and Xxxxx Fargo Bank, National Association as the sole lenders party thereto all related Obligations; (the “ABL Amendment”), which shall be in form and substance reasonably j) evidence satisfactory to Bank that the Agent, insurance policies required by the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be Loan Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and/or additional insured clauses or endorsements in favor of Bank; (k) payment of the fees and Bank Expenses as otherwise set forth herein; and (1) the delivery of such other documents and agreements and the taking of such other actions as Bank shall determine is necessary or advisable in order to effectuate the purposes hereof.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full date on which each of the following conditions precedentshall have been received or waived by the Administrative Agent in its discretion (except that the Administrative Agent may not waive receipt of clauses (i), (ii), (iii), (iv), (x), (xi) and (xii) of this Section 4), each in form and substance satisfactory to the applicable recipient: (ai) the Administrative Agent shall have received counterparts hereofthis Amendment, executed and delivered by a duly authorized officer of (a) the Borrower and (b) the Required Lenders (including, in any event, each Lender providing a portion of the Extended Facilities), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (ii) the Administrative Agent shall have received an acknowledgment and consent (“Acknowledgment and Consent”), substantially in the form of Exhibit B hereto, duly executed and delivered by all the parties heretoeach Guarantor; (biii) the Administrative Agent shall have received the favorable written opinion or opinions with respect to the Amendment and related Loan Documents executed on the Effective Date and the transactions contemplated thereby of (A) in-house legal counsel to the Borrower and (B) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Borrower and Guarantors, in each case dated the Effective Date, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (iv) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and each Guarantor certified by its secretary or assistant secretary as of the Effective Date, approving this Amendment, adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery thereof; (v) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing the Loan Documents on behalf of the Borrower and each Guarantor, certified by the secretary or assistant secretary of such Borrower or Guarantor; (vi) the Administrative Agent shall have received any changes to the Organizational Documents of the Borrower and each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as true and correct by its secretary or assistant secretary; (vii) the Administrative Agent shall have received any changes to the Operating Documents of the Borrower and each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as of the Effective Date as true and correct by its secretary or assistant secretary; (viii) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrower and each Guarantor as to the due existence and good standing of such Person; (ix) the Administrative Agent shall have received a fully executed copy of each Borrowing Notice in respect of the SWIMS Purchase Agreement and Extended Term Loans in each case requested to be made on the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated Effective Date in accordance with the SWIMS Purchase Credit Agreement substantially concurrently with the effectiveness of (after giving effect to this Amendment); (cx) no Default or Event of Default the Borrower shall have occurred and be continuing purchased, defeased, discharged or redeemed at least 80% of the aggregate principal amount outstanding of the Year 2006 Senior Notes using cash on hand (not resulting from borrowings under the date hereofCredit Agreement) or proceeds from the Year 2010 Senior Notes; (dxi) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent Borrower shall have received (or shall, substantially concurrently with repaid the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses Term Loans under the Credit Agreement to the extent contemplated by the “Lender Commitments” section of the Term Sheet provided to the Lenders in connection with this Amendment, using cash on hand (not resulting from borrowings under the Credit Agreement) or proceeds from the Year 2010 Senior Notes; and (xii) the Administrative Agent shall have received evidence that all fees payable by the Borrower on or before the Effective Date to the Administrative Agent, JPMorgan and the Lenders (or their affiliates) in connection with this Amendment (Amendment, have been paid in full, including the outstanding fees and expenses of Agent, including without limitation, legal counsel to the Administrative Agent to the extent invoiced at least one (1) Business Day prior to or on the Effective Date (which may include amounts constituting reasonable estimates of such fees and expenses incurred or to be incurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to such fees and expenses) have been paid by the Loan Parties in each case to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to agreed upon in the ABL Credit AgreementEngagement Letter, dated the date hereofMarch 31, 2010, among the BorrowersAdministrative Agent, JPMorgan and the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto Borrower (the “ABL AmendmentEngagement Letter”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon on the satisfaction date (the "Effective Date") on which the Agent shall have received (i) the up front fees payable pursuant to Section 2.8, (ii) confirmation that the Borrower has paid all reasonable fees, costs and expenses payable to the Agent and to Xxxxx, Xxxxx & Platt, Zalkin, Rodin & Xxxxxxx LLP and Ernst & Young LLP, professional advisors to the Agent and the Banks, to the extent then billed, (iii) confirmation that the Fourth Amendment to the Credit Agreement has become effective in full accordance with its terms, (iv) evidence reasonably satisfactory to the Agent that the required majority of the holders of the Senior Subordinated Notes have waived all provisions of the Senior Subordinated Indenture that would prohibit the incurrence of the Debt contemplated under this Agreement or would prohibit, or require that an equal and ratable Lien be granted in connection with, the Liens in favor of the Collateral Agent under the Security Agreement and (v) each of the following conditions precedentdocuments: (a) Agent shall have received counterparts hereof, duly executed and delivered of this Agreement signed by all each of the parties heretohereto (it being understood that, in the case of any Bank, the Agent may rely on facsimile confirmation of the execution of a counterpart hereof by such Bank); (b) Agent shall have received a fully Subsidiary Guaranty substantially in the form of Exhibit B hereto (as amended or otherwise modified from time to time, the "Subsidiary Guaranty"), executed copy of by each Subsidiary of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentBorrower; (c) no Default a Security Agreement substantially in the form of Exhibit C hereto (as amended or Event of Default shall have occurred otherwise modified from time to time, the "Security Agreement"), executed by the Borrower and be continuing on each Subsidiary thereof, together with such UCC financing statements and other documents deemed necessary or desirable by the date hereofCollateral Agent to perfect the Collateral Agent's Lien in the Collateral thereunder; (d) Borrowers have provided Agent with a due diligence package relative Warrant Certificate duly executed by MSC for each Bank (or, as to any Bank, its Designated Affiliate) representing the SWIMS Acquisitionright to purchase that number of shares of common stock, including an acquisition overviewpar value $0.01 per share, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agentof MSC ("MSC Common Stock") set forth across from such Bank's name on Schedule 3.1(d) hereto; (e) Parent shall have received (or shall, a Warrant and Registration Rights Agreement substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount form of $13,000,000Exhibit H hereto (as amended or otherwise modified from time to time, all of the proceeds of which shall have been (or, substantially concurrently with "Registration Rights Agreement") duly executed by the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionparties thereto; (f) each an opinion of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as Xxxxx Xxxxx Xxxxxx, Assistant General Counsel of the date hereof except (i) to the extent that any such representation or warranty relates to a specific datetheBorrower, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality substantially in the text thereofform of Exhibit D hereto; (g) all reasonable an opinion of Xxxxxx & Xxxxxxx, special counsel for the Borrower and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment other Loan Parties, substantially in the form of Exhibit E hereto; (including h) an opinion of Xxxx & Xxxxxxx, special securities counsel to MSC, substantially in the outstanding fees and expenses form of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersExhibit F hereto; and (hi) all documents the Agent shall have received a fully executed copy of an amendment may reasonably request relating to the ABL Credit Agreement, dated existence of the date hereof, among Borrower and the Borrowersother Loan Parties, the Guarantorscorporate authority for and the validity of this Agreement and the other Loan Documents, the Parent and Xxxxx Fargo Bankany other matters relevant hereto, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be all in form and substance reasonably satisfactory to the Agent, . The Agent shall promptly notify the conditions to effectiveness Borrower and the Banks of the ABL Amendment shall have been satisfied and occurrence of the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This (a) Effectiveness of Sections 1(a) through 1(g) of this Amendment shall become effective only upon the be subject to satisfaction in full of all of the following conditions precedentconditions: (ai) All legal matters incident to this Amendment shall be satisfactory to the Required Lenders, to the Issuing Bank and to Cravath, Swaine & Xxxxx, counsel for the Administrative Agent. (ii) There shall be no litigation, arbitration or administrative proceeding or consent decree that would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, condition (financial or otherwise), prospects or material agreements of Parent and the Subsidiaries, taken as a whole, or on the ability of Parent and the Subsidiaries to consummate the FRI-M Transactions. (iii) The Administrative Agent shall be reasonably satisfied with the liquidity, and sufficiency of amounts available under the Credit Agreement to meet the ongoing working capital and other cash requirements, of Parent and the Subsidiaries following the consummation of the FRI-M Transactions. (iv) The Administrative Agent shall have received counterparts hereofof this Amendment that, duly executed when taken together, bear the signatures of Parent, each of the Borrowers and delivered by all the parties hereto;Required Lenders. (b) Effectiveness of Sections 1(a) (i) (other than as it relates to the definition of the term "Remaining H&Q Net Cash Proceeds"), 1(a)(iv), 1(b), 1(c)(ii), 1(d), 1(e)(ii), 1(e)(iii) and 1(g) shall be subject to the satisfaction of all of the following further conditions: (i) On or prior to the Effectiveness Date, the FRI-M Transactions shall have been consummated on terms and conditions reasonably satisfactory to the Required Lenders and the Administrative Agent and in accordance with all applicable laws, statutes, consents, decrees, rules and regulations and after giving effect thereto, no default or event of default would exist under, nor would the consummation of the FRI-M Transactions conflict with, or result in any termination or suspension of, the FRD Senior Notes Indenture, the New Senior Notes Indenture, the Credit Agreement, as amended hereby, the New FRI-M Credit Agreement, the Advantica Guarantee or any other material agreement of Parent or any Subsidiary. (ii) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of Parker, Poe, Xxxxx & Xxxxxxxxx L.L.P., counsel for Parent and the Borrowers, substantially to the effect set forth in Exhibit A hereto, (A) dated the Effectiveness Date, (B) addressed to the Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) covering such other matters relating to the Loan Documents and the FRI-M Transactions as the Administrative Agent shall reasonably request, and Parent and the Borrowers hereby request such counsel to deliver such opinions. (iii) All legal matters incident to the New FRI-M Credit Agreement and the Advantica Guarantee shall be satisfactory to the Administrative Agent and to Cravath, Swaine & Xxxxx, counsel for the Administrative Agent. (iv) There shall be no litigation, arbitration or administrative proceeding or consent decree that would reasonably be expected to have a material adverse effect on the business, assets, operations, properties, condition (financial or otherwise), prospects or material agreements of FRD and its subsidiaries, taken as a whole. (v) The representations and warranties set forth in Section 3 hereof and the representations and warranties set forth in the New FRI-M Credit Agreement shall be true and correct with the same effect as if made on the Effectiveness Date, except to the extent such representations and warranties expressly relate to an earlier date, and the Administrative Agent shall have received a fully executed copy certificate, dated the Effectiveness Date and signed by a Financial Officer of each Parent, confirming compliance with such condition. (vi) The Board of Directors of Parent shall have designated FRD and its subsidiaries as "Subsidiaries" for purposes of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated New Senior Notes Indenture in accordance with the SWIMS Purchase Agreement substantially concurrently with terms thereof, and the effectiveness of this Amendment; (c) no Default or Event of Default Administrative Agent shall have occurred and be continuing on received a copy of the resolutions of the Board of Directors of Parent authorizing such designation together with (A) a reasonably detailed calculation of the Fixed Charge Coverage Ratio (as defined in the New Senior Notes Indenture) for the four fiscal quarters last preceding the date hereof; (d) Borrowers have provided Agent with of consummation of the FRI-M Transactions, determined on a due diligence package relative pro forma basis to give effect to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources FRI-M Transactions in accordance with Section 3.11 of the New Senior Notes Indenture and uses showing a Fixed Charge Coverage Ratio (as defined in the New Senior Notes Indenture) for the SWIMS acquisitionsuch period on such a pro forma basis of at least 2:1, and SWIMS’ historical (B) a certificate of the Chief Financial Officer of Parent as to the accuracy and forecasted profit and loss statementsbasis of such calculations, in form and substance reasonably satisfactory to the Administrative Agent;. (evii) Parent A majority of the disinterested members of the Board of Directors of FRD shall have received made a determination that the Advantica Guarantee is on "Fair Terms" (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note as defined in the amount of $13,000,000, all of FRD Senior Notes Indenture) and the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness resolutions of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectBoard of Directors of FRD reflecting such determination.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon and the obligations of the Bank hereunder are subject to the satisfaction in full of the following conditions precedent:(the "Amendment Effective Date"): (a) Agent the Bank shall have received counterparts (i) from each of the Borrowers and each of the Guarantors a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to Bank) that such party has signed a counterpart hereof; (ii) from each of the Borrowers, a duly executed counterpart of the Note in the amount of the Aggregate Commitment, which Note shall replace and delivered supercede any prior Notes; and (iii) from each of the Additional Guarantors, a duly executed supplement to the existing Guaranty Agreement, in form and substance acceptable to the Bank, each dated as of the date on which such Additional Guarantor was created or acquired by all any of the parties heretoBorrowers, together with a favorable legal opinion for each Additional Guarantor addressed to the Bank as the Administrative Agent, and the Lenders, in form and substance satisfactory to the Bank; (b) Agent the Bank shall have received a fully executed copy certificate signed by a Responsible Officer of each of Urban, dated the SWIMS Purchase Agreement and the SWIMS Subordinated NoteAmendment Effective Date, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment;stating that: (ci) no Default or Event of Default exists; and (ii) the representations and warranties of each of the Borrowers contained in the Credit Agreement are true and correct on and as of such date, as though made on and as of such date; (c) the Bank shall have occurred received all documents it may reasonably request relating the existence of each Borrower and be continuing on Guarantor (including the date hereof;Additional Guarantors), the corporate authority for and the validity of this Amendment, and any other matters relevant hereto, all in form and substance satisfactory to the Bank, including, without limitation, resolutions duly adopted by the board of directors of each Borrower and Guarantor (including the Additional Guarantors) authorizing the borrowings contemplated hereunder (and the obligations of the Guarantors (including the Additional Guarantors) pursuant to the Guaranty Agreement with respect thereto) and the execution, delivery and performance of this Amendment; and (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent The Bank shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds payment of the issuance $25,000 Administration Fee due and owing pursuant to Section 4.3(b) of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment shall become effective only upon Upon the satisfaction in full or waiver of each of the following conditions precedent:conditions, this Agreement shall be deemed to be effective (the date of such satisfaction, the “Effective Date”): (a) the Administrative Agent shall have received (i) an executed signature page to this Agreement or a written authorization directing the Administrative Agent to execute this Agreement on its behalf (each, an “Authorization”) from Lenders that constitute Required Lenders and (ii) an executed signature page to this Agreement from the Borrower; (b) the Administrative Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement Acknowledgment and the SWIMS Subordinated Note, Reaffirmation attached hereto executed by each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentSubsidiary Guarantor; (c) no Default or Event each of Default the Administrative Agent and Xxxxx Fargo Securities, LLC (“WFS”) shall have occurred been paid or reimbursed for all fees and be continuing on reasonable and documented out-of-pocket costs and expenses incurred by it or its Affiliates in connection with this Agreement, including, without limitation and without duplication, (i) those set forth in the date hereof;letter agreement dated as of May 13, 2021 between WFS and the Borrower and (ii) the reasonable and documented fees, disbursements and other charges of one counsel for the Administrative Agent and its Affiliates, in each case, to the extent invoiced at least one (1) Business Day prior to the Effective Date; 5 144846420_4 (d) Borrowers the Borrower shall have paid to WFS a fee equal to 0.05% of the aggregate outstanding principal amount of Term Loans and Revolving Credit Commitments held (as reflected in the Register as of such date and time) by all Lenders that have provided Agent with a due diligence package relative (and not withdrawn) their consent to this Agreement (collectively, the “Consenting Lenders”) on or prior to 4:00 p.m., New York City time, on May 20, 2021, which fee shall be paid to WFS, for the account of the Consenting Lenders, and WFS shall further distribute such fee to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Consenting Lenders on pro rata basis determined based on each Consenting Lender’s respective percentage of all Term Loans and uses for Revolving Credit Commitments held by Consenting Lenders as of such date and time (as reflected in the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent;Register); and (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties set forth in this Amendment and/or in any other Loan Document Agreement and the Acknowledgment and Reaffirmation shall be true and correct in all material respects on and as correct. Without limiting the generality of the date hereof except (i) provisions of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 or otherwise, each Lender that has signed this Agreement or an Authorization shall be deemed to the extent that any such representation have consented to, approved or warranty relates 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 specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in Lender unless the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a fully executed copy of an amendment notice from such Lender prior to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectproposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Eighth Amendment shall become not be effective only upon the satisfaction in full until each of the following conditions precedentprecedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) The Administrative Agent shall have received counterparts hereof, of this Eighth Amendment duly executed and delivered by all each of the parties hereto;. (b) All corporate and shareholder action on the part of the Loan Parties and all consents and approvals necessary for the valid execution, delivery and performance by the Loan Parties of this Eighth Amendment and the Joinder Documents shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent. (c) The Administrative Agent shall have received, reviewed and be reasonably satisfied with all documentation relating to the Canadian Restructuring and the Canadian Note, including, without limitation, an updated organization structure chart showing the post-Canadian Restructuring structure. (d) TCP IH I, LLC, TCP XX XX, LLC and the Loan Parties shall have delivered to the Administrative Agent, a duly executed Joinder Agreement, in the form of Exhibit A hereto (together with each deliverable due thereunder) and TCP IH I, LLC, TCP XX XX, LLC and the Loan Parties shall have otherwise complied with Section 6.12 of the Credit Agreement and Section 4.14 of the Security Agreement to the reasonable satisfaction of the Administrative Agent (the “Joinder Documents”). (e) The Administrative Agent shall have received a fully executed copy Amended and Restated Pledge Agreement, in the form of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and Exhibit B hereto. (f) After giving effect substantially concurrently with the effectiveness of to this Eighth Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;continuing. (g) all reasonable and documented fees and out-of-pocket expenses under There shall be no material misstatements in the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid materials furnished by the Loan Parties to the extent Agent or the Lenders prior to closing of this Eighth Amendment, or in representations or warranties of the Loan Parties made in the Credit Agreement. The Agent shall be satisfied that any financial statements delivered to it fairly present the business and financial condition of the Borrowers and their Subsidiaries, taken as a whole, as of the date thereof and for the periods covered thereby, and that there has been no material adverse change in the assets, business, financial condition or income of the Borrowers and their subsidiaries, taken as a whole, since the date of the most recent Financial Statements delivered to the Agent. The Agent shall be satisfied that any projections delivered to it represent the Borrowers’ good faith estimate of their future financial performance and were prepared on the basis of assumptions believed by the Borrowers to be fair and reasonable in light of current business conditions at the time such fees and expenses have been invoiced to Borrowers; andprojections were prepared. (h) All fees payable to the Agents and the Lenders on or before the Eighth Amendment Effective Date shall have been paid. (i) The Agent shall have received a fully executed copy of an amendment to been reimbursed by the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent Loan Parties for all reasonable costs and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness expenses of the ABL Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution, and delivery of this Eighth Amendment shall have been satisfied and related documents. The Loan Parties hereby acknowledge and agree that the ABL Amendment shall be in full force Administrative Agent may charge the Loan Account to pay such costs and effectexpenses.

Conditions to Effectiveness. This Section 2 of this Amendment shall become effective only upon the prior or concurrent satisfaction in full of all of the following conditions precedentconditions: (a) Agent The Lenders (or their respective counsel) shall have received counterparts hereof, duly executed and delivered by all from each party hereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the parties hereto;Lenders (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) Agent The Lenders shall have received a fully executed copy favorable written opinion (addressed to the Lenders and dated the date hereof) of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note(i) Xxxxxxxx Xxxxxx Xxxxx & Xxxx LLP, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses special counsel for the SWIMS acquisitionBorrower and (ii) Dykema Gosset Xxxxx Xxxxx PLLC, and SWIMS’ historical and forecasted profit and loss statementscounsel for the Borrower, in each case, in form and substance reasonably satisfactory to Agent;the Lenders and their respective counsel. (c) The Lenders shall have received such documents and certificates as the Lenders or their respective counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and any other legal matters relating to the Loan Parties, the Loan Documents, the Transactions or this Amendment, all in form and substance satisfactory to the Lenders and their respective counsel. (d) The Lenders shall have received a certificate, dated the date hereof and signed by the President, a Vice President or a Financial Officer of the Borrower and each Subsidiary Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 as of the date hereof. (e) Parent The Lenders shall have received (on or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used prior to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) all fees and other amounts due and payable on or prior to the date hereof, including, to the extent that any such representation invoiced, reimbursement or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as payment of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees fees, charges and expenses disbursements of Agent, including without limitation, legal fees and expensestheir respective counsel) have been required to be reimbursed or paid by the any Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; andParty. (hf) Agent shall have received a fully executed copy of an amendment All consents and approvals required to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be obtained from any Governmental Authority or other Person in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL connection with this Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectobtained.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full (or waiver by the Agents), in a manner satisfactory to the Agents, of the following conditions precedent:FOLLOWING CONDITIONS PRECEDENT (THE FIRST DATE UPON WHICH ALL SUCH CONDITIONS SHALL HAVE BEEN SATISFIED BEING HEREIN CALLED THE “First Amendment Effective Date”): (a) Agent The Agents shall have received counterparts hereofthe following documents: (i) this Amendment, duly executed by the Loan Parties, each Agent and delivered each Lender; (ii) evidence of the payment in full of all Indebtedness in respect of term loans that are outstanding under that certain Financing Agreement, dated June 29, 2021, by all and among the parties heretoBorrowers, the Guarantors, Blue Torch Finance, LLC, as collateral agent and administrative agent, and the lenders from time to time party thereto; (iii) evidence of the Sale having been consummated at the closing thereof in accordance with the terms of the Purchase Agreement as in effect on the date hereof and pursuant thereto and in connection therewith, (1) Borrowers shall receive no less than $121,500,000 as the initial purchase price at closing, (2) Faneuil, Inc. shall retain net working capital of $12,500,000 associated with the contracts at closing and (3) the Revolving Advances have been paid in full with the proceeds of the Sale; (iv) a pro forma Borrowing Base Certificate as of December 31, 2021 reflecting the Sale; and (v) a $15,000 consent fee from the Borrowers. (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement The representations and the SWIMS Subordinated Note, each of which shall be warranties contained in full force and effect substantially concurrently with the effectiveness of this Amendment, in the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the SWIMS Acquisition date hereof are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be consummated true and correct in accordance with all respects subject to such qualification) on and as of the SWIMS Purchase Agreement substantially concurrently with First Amendment Effective Date as though made on and as of the effectiveness First Amendment Effective Date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respect on and as of this Amendment;such earlier date (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to materiality or "Material Adverse Effect" in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification)). (c) no No Default or Event of Default shall have occurred and be continuing on the date hereof;First Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (d) Borrowers The Collateral Agent shall have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsdetermined, in form and substance its reasonable discretion, that no event or development shall have occurred since September 30, 2021 which could reasonably satisfactory be expected to Agent;have a Material Adverse Effect. (e) Parent The Borrowers shall have received (paid on or shallbefore the First Amendment Effective Date all fees, substantially concurrently with the effectiveness hereof receive) the proceeds costs, expenses and taxes then payable pursuant to Section 2.06 of the issuance Financing Agreement and Section 12.04 of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Financing Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment shall become effective on March 4, 2016 (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedenthave been satisfied (or waived), subject to the last paragraph of this Section 2: (a) Agent this Amendment shall have received counterparts hereof, duly been executed and delivered by all the parties Borrower, Holdings, the other Loan Parties, each Additional Lender party hereto, each Series F Converting Lender party hereto and the Administrative Agent; (b) the Administrative Agent shall have received a fully executed copy of each copies of the SWIMS Purchase Agreement resolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each Subsidiary Loan Party (including, for the SWIMS Subordinated Noteavoidance of doubt, each the Merger Sub and, immediately following the PAH Acquisition, any Subsidiary acquired in the PAH Acquisition that is required by the Loan Documents to become a Subsidiary Loan Party (collectively, the “PAH Loan Parties”)) approving and authorizing the execution, delivery and performance of which shall be this Amendment, certified as of the Amendment Effective Date by the corporate secretary or an assistant secretary thereof as being in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentwithout modification or amendment; (c) no Default or Event of Default the Administrative Agent shall have occurred received legal opinions dated the Amendment Effective Date from Dechert LLP and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS AcquisitionXxxxx Xxxx PLC, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, each in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (ed) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by set forth in Article III of the Loan Parties Credit Agreement and in this Amendment and/or in any each other Loan Document shall be true and correct in all material respects on and as of the date hereof (except (i) to the extent that any such representation or warranty relates to is qualified by “materially,” “Material Adverse Effect” or a specific datesimilar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the effectiveness of this Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (iiprovided that the solvency representation will be deemed to have been made on the Amendment Effective Date after giving effect to the effectiveness of this Amendment); (e) that such materiality qualifier shall not be applicable to any the representations and warranties that made by or with respect to the Target and its subsidiaries, as are already qualified or modified by materiality material to the interests of the Lenders, in the text thereofPAH Acquisition Agreement shall be true and correct in all material respects, except to the extent the failure of such representations and warranties to be true and correct in all material respects would not give the Borrower (or its applicable affiliate) the right, pursuant to the PAH Acquisition Agreement, to terminate its obligations under the PAH Acquisition Agreement to consummate the PAH Acquisition (or the right not to consummate the PAH Acquisition pursuant to the PAH Acquisition Agreement); (f) to the extent not previously delivered, each Series F Lender and the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 10 business days prior to the date hereof; (g) all reasonable immediately prior to and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties after giving effect to the extent such fees and expenses have been invoiced to Borrowers; andeffectiveness of this Amendment, no Default has occurred or is continuing or shall result from the effectiveness of this Amendment; (h) immediately prior to and on a Pro Forma Basis after giving effect to the effectiveness of this Amendment and the PAH Transactions, (A) the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available and (B) the Secured Leverage Ratio of the Borrower is less than or equal to 3.50 to 1.00 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement; (i) to the extent not previously delivered, (i) the Administrative Agent shall have received a fully completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if applicable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of an amendment the Credit Agreement including, without limitation, flood insurance policies (to the ABL Credit Agreementextent required in order to comply with applicable law) and the applicable provisions of the Security Documents, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent; (i) since November 30, 2015, the conditions to effectiveness Target has not suffered a Material Adverse Effect (as defined in, and interpreted pursuant to, the PAH Acquisition Agreement as in effect January 22, 2016) (a “Company Material Adverse Effect”) and (ii) since the date of the ABL Amendment PAH Acquisition Agreement, there shall not have occurred a Company Material Adverse Effect, or any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts that would reasonably be expected to have a Company Material Adverse Effect; (i) the PAH Acquisition shall have been satisfied consummated, or shall be consummated substantially concurrently with the Proposed Borrowing in accordance with the PAH Acquisition Agreement and (ii) the PAH Acquisition Agreement shall not have been amended or waived, and no consents shall have been given with respect thereto, in any material respect by the Borrower or its subsidiaries in a manner materially adverse to the Incremental Facility Lead Arrangers (in their capacity as such) without the consent of the Incremental Facility Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed based on the interests of the Incremental Facility Lead Arrangers (in their capacities as such); provided that (a) any amendment, waiver or consent that results in a reduction in the amount of consideration required to consummate the PAH Acquisition shall be deemed not to be materially adverse to the Incremental Facility Lead Arrangers to the extent that any such reduction is applied ratably to reduce the amount of commitments in respect of the Series F Tranche B Term Loans, (b) the granting of any consent under the PAH Acquisition Agreement that is not materially adverse to the interests of the Additional Lenders or the Additional Lenders shall not otherwise constitute an amendment or waiver and (c) any change to the definition of “Company Material Adverse Effect” in the PAH Acquisition Agreement shall be deemed materially adverse to the Incremental Facility Lead Arrangers; (l) the PAH Refinancing shall have been consummated, or shall be consummated substantially concurrently with the Proposed Borrowing and all liens, guarantees and security interests granted in respect of the Existing Indebtedness shall have been discharged, and the ABL Amendment terms and conditions of such discharge shall be satisfactory to the Administrative Agent. The Administrative Agent shall have received payoff and release letters with respect to the Existing Indebtedness (other than such Existing Indebtedness referred to in clause (c) and (d) of the definition thereof) in form and substance reasonably satisfactory to the Administrative Agent; (m) the Administrative Agent shall have received the (i) consolidated balance sheets and related statements of operations and comprehensive income, redeemable non-controlling interest and invested equity and cash flows of the Target and its consolidated subsidiaries for the fiscal years ended December 31, 2013 and December 31, 2014 and for each subsequent fiscal year ended at least 90 days prior to the Amendment Effective Date and (ii) (A) prior to February 14, 2016, the unaudited combined balance sheets and related consolidated statements of operations and cash flows of the Target and its consolidated subsidiaries for the eleven (11) month period ended November 30, 2015 and (B) the unaudited combined balance sheets and related consolidated statements of operations and cash flows of the Target and its consolidated subsidiaries for each fiscal quarter subsequent to the fiscal year ended December 31, 2015 and ended at least 60 days prior to the Amendment Effective Date (it being understood that the Administrative Agent acknowledges that it has received the financial statements for the fiscal years ended December 31, 2013 and December 31, 2014 required by clause (i) of the previous sentence and the unaudited combined balance sheets and related consolidated statements of operations and cash flows of the Target and its consolidated subsidiaries for the eleven (11) month period ended November 30, 2015 required by subclause (ii)(A) of the previous sentence); (n) the Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days in case such four-fiscal quarter period is the end of the Borrower’s fiscal year) prior to the Amendment Effective Date, prepared after giving effect to this Amendment, the PAH Acquisition and the PAH Refinancing as if the PAH Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income) (it being understood that the Administrative Agent acknowledges that it has received the pro forma financial information that is required by the previous sentence with respect to the financial information that has been provided as of February 17, 2016); (o) the Administrative Agent shall have received a Borrowing Request in respect of the Series F Tranche B Term Loans as required by Section 2.03 of the Credit Agreement; (p) (i) the Administrative Agent shall have received all fees payable thereto or to any Incremental Facility Lead Arranger on or prior to the Amendment Effective Date and, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder, in each case under the Fee Letter or under any Loan Document on or prior to the Amendment Effective Date and (ii) the Borrower shall have paid to the Administrative Agent for the account of each Incremental Facility Lead Arranger the Closing Payment; (q) the Administrative Agent shall have received the results of searches of the Uniform Commercial Code filings (or equivalent filings), United States Patent and Trademark Office and United States Copyright Office, and bankruptcy, judgment and tax lien searches, made with respect to the Target and any other PAH Loan Party in the states (or other jurisdictions) of formation of such Person, together with copies of the financing statements, lien notices (or similar documents) disclosed by such search; (r) the Collateral and Guarantee Requirement shall have been, or the Administrative Agent shall be reasonably satisfied shall be substantially concurrently, satisfied with respect to the Merger Sub and any PAH Loan Party; provided that all requirements with respect to real property encumbered by a Mortgage shall be delivered following the Amendment Effective Date pursuant to Section 3 of this Amendment; (s) the Administrative Agent shall have received a duly executed certificate of an appropriate officer of each of Merger Sub and, immediately following the PAH Acquisition, any PAH Loan Party, certifying (i) that the copies of such Loan Party’s organizational documents are in full force and effect.effect as of the Amendment Effective Date without modification or amendment since such original delivery, (ii) that the copies of such Loan Party’s resolutions approving the PAH Transactions and authorizing the execution and delivery of all documents related thereto and (iii) as to incumbency certificates identifying the officers of such Loan Party that are authorized to execute the Amendment and to execute and act on such Loan Party in connection with the Amendment; (t) the Administrative Agent shall have received certificates of good standing or the equivalent (if any) for the Borrower, Holdings and the PAH Loan Parties from their respective jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority; (u) the Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower with respect to the solvency of the Borrower and its Restricted Subsidiaries (on a consolidated basis) after giving effect to the PAH Transactions; and

Conditions to Effectiveness. This Amendment Credit Agreement Supplement shall become effective only upon on June 8, 2012 (the satisfaction in full of the following conditions precedent“Term Facility Increase Effective Date”) when: (ai) this Credit Agreement Supplement shall have been executed and delivered by the Borrower, the other Loan Parties, each Incremental Term Loan Lender party hereto and the Administrative Agent; (ii) the Administrative Agent shall have received counterparts hereofevidence, duly executed including UCC, tax and delivered by all judgment lien searches from the parties heretojurisdiction of formation and/or jurisdiction of the chief executive office, as applicable, of each Loan Party, that none of the Collateral is subject to any Liens (in each case other than Permitted Liens); (biii) the Administrative Agent shall have received a fully executed copy certificate of each a Responsible Officer of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; Borrower certifying that: (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (fa) each of the representations conditions set forth in Sections 4.02(a) and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as (b) of the date hereof except Credit Agreement have been satisfied (iprovided, for the avoidance of doubt that the conditions set forth in Section 4.02(c) of the Credit Agreement must be satisfied before any Credit Extension with respect to the extent that any such representation Incremental Term Loans), (b) no Default has occurred and is continuing or warranty relates would result from the Borrowings to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date made on the Term Facility Increase Effective Date and (iic) that such materiality qualifier shall after giving effect to the Borrowings of the Incremental Term Loans to be made on the Term Facility Increase Effective Date, (A) the Borrower is in compliance with each of the covenants set forth in Section 7.11 of the Credit Agreement on a Pro Forma Basis and (B) Total Outstandings plus the aggregate unused Revolving Credit Commitments do not be applicable to any representations and warranties that are already qualified or modified by materiality exceed the Maximum First Lien Principal Indebtedness (as defined in the text thereofIntercreditor Agreement); (giv) all reasonable the Administrative Agent’s receipt of certified copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and documented fees capacity of each Responsible Officer thereof authorized to execute and out-of-pocket expenses under the deliver this Credit Agreement Supplement and this Amendment the other documents contemplated hereby; (including v) the outstanding fees and expenses Administrative Agent’s receipt of Agent, including without limitation, legal fees and expenses(a) have been paid by the Loan Parties certificates attesting to the extent such fees Solvency of each Loan Party before and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment after giving effect to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness incurrence of the ABL Amendment shall have been satisfied Incremental Term Loans, from its chief financial officer, and (b) a certificate of a Responsible Officer of each Loan Party either (x) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the ABL Amendment validity against such Loan Party of this Credit Agreement Supplement and the other documents contemplated hereby, and such consents, licenses and approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; (vi) all fees and reasonable and documented out-of-pocket expenses of the Administrative Agent and Bank of America, N.A. (the “Arranger”), including all reasonable and documented fees and expenses of counsel to the Administrative Agent and the Arranger, shall have been paid or reimbursed, on or prior to the date hereof; (vii) the Administrative Agent’s receipt of (a) a favorable opinion of Ixx X. Xxxxxxxxxx, Esq., Vice President, Legal Affairs of Holdings, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent may reasonably request and (b) a favorable opinion of Hxxxxx Hxxxxxx & Rxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and this Credit Agreement Supplement and the other documents contemplated hereby as the Administrative Agent may reasonably request; and (viii) to the extent any Incremental Term Loan Lender is an Additional Term Lender (as defined in Section 2.14(b) of the Credit Agreement), the Administrative Agent’s receipt of a joinder agreement in the form of Exhibit L to the Credit Agreement.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full of date (the “Amendment Effective Date”) on which the following conditions precedenthave been satisfied: (a) Agent each of the Originators shall have executed and delivered this Amendment to SPV Purchaser, and the Administrator shall have received counterparts hereof, duly a copy of this Amendment executed by each of the Originators and delivered by all the parties heretoSPV Purchaser; (b) Agent the SPV Purchaser and the Administrator shall have received a fully executed copy of each of reasonably satisfactory evidence that the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentRPA Amendment has become effective; (c) no Default or Event of Default the Administrator shall have occurred received good standing (and be continuing on foreign qualification, as applicable) certificates for Seller and each Originator issued by the date hereofSecretaries of State of the jurisdictions of their incorporation or formation and their respective principal places of business; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent Administrator shall have received a fully executed copy certificate of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent Secretaries of Seller and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be each Originator in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness Administrator certifying (i) a copy of the ABL resolutions of its Board of Directors or Board of Managers, as applicable, approving this Amendment and the transactions contemplated hereby; (ii) the names and true signatures of the officers authorized on its behalf to sign this Amendment (on which certificate the Administrator and the Purchasers may conclusively rely until such time as the Administrator shall receive from Seller or any Originator, as the case may be, a revised certificate meeting the requirements of this Section 4(d)); (iii) a copy of its by-laws, operating agreement or equivalent organizational document(s); and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; (e) the Administrator shall have been satisfied received the Certificate of Formation or the Certificate of Incorporation, as applicable, of Seller and each Originator, duly certified by the ABL Amendment Secretary of State of the jurisdiction of its formation, as of a recent date reasonably acceptable to Administrator; and (f) the SPV Purchaser shall be satisfied that the representations and warranties set forth in full force Section 5 hereof are true and effectcorrect on and as of the Amendment Effective Date.

Conditions to Effectiveness. This Section 8.1. The consents, waivers and amendments set forth in Sections 3, 4, and 5 of this Second Amendment shall become be effective only on the first day (the "Effective Date") upon the satisfaction in full which each of the following conditions precedentprecedent have been satisfied: (a) The Agent shall have received counterparts hereofan original counterpart signature to each of (i) this Second Amendment, duly executed and delivered by all the parties heretoBorrowers, the Lenders, and the Agent, and (ii) the Supplemental Letter Agreement, duly executed and delivered by the Borrowers and Fleet; (b) The Borrowers shall have paid to the Agent, for the pro rata account of each Lender (in accordance with their respective Revolving Credit Commitment Percentage), a non-refundable amendment fee in the amount of $75,000.00; (c) The Borrowers shall have reimbursed the Agent for, or paid directly, all fees, costs and expenses incurred by the Agent's Special Counsel in connection with the closing of this Second Amendment for which an invoice has been delivered; (d) All corporate action necessary for the valid execution, delivery and performance by the Borrowers of this Second Amendment shall have been duly and effectively taken, and evidence thereof satisfactory to the Agent shall have been provided to the Agent, including without limitation, a certificate from a duly authorized officer of each Borrower (i) certifying that the charter documents or other incorporation documents, by-laws, and incumbency certificates provided on the Closing Date, in connection with the CKR Joinder, or in connection with the Chevys Joinder, as applicable, have not changed and (ii) attaching a copy, certified by a duly authorized officer of such Person to be true and complete on the Second Amendment Closing Date, of the resolutions of such Person authorizing this Second Amendment; (e) The Agent shall have received certification in form and substance satisfactory to the Agent evidencing that all consents necessary to the consummation of the Chevys Acquisition and the Unsecured Term Loan have been provided, including without limitation, any consent to the Chevys Acquisition and the Unsecured Term Loan required to be given by the holders of the Senior Secured Debt; (f) The Agent shall have received evidence that all material governmental and third-party approvals necessary or advisable in connection with the Unsecured Term Loan and the Chevys Acquisition shall have been obtained and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose materially adverse conditions on the Borrowers and their Subsidiaries taken as a whole, the Unsecured Term Loan or the Chevys Acquisition; (g) The Agent shall have received evidence that no litigation, inquiry, injunction or restraining order shall be pending, entered or threatened that, in the reasonable opinion of the Agent, could reasonably be expected to have a material adverse effect on (i) the transactions contemplated by the Credit Agreement, the Unsecured Term Loan or the Chevys Acquisition, (ii) the business, assets, liabilities (actual or contingent) operations, condition (financial or otherwise) of the Borrowers and their Subsidiaries, taken as a whole, (iii) the ability of the Borrowers or any of their Subsidiaries to perform their obligations under the Loan Documents, (iv) the rights and remedies of the Agent and the Lenders under the Loan Documents, or (v) the perfection or priority of any security interests granted to the Agent under the Loan Documents; (h) The Agent shall have received a favorable legal opinion addressed to the Lenders and the Agent, dated as of the Second Amendment Closing Date, in form and substance satisfactory to the Agent from Dechert LLP, counsel to each of the Borrowers; (i) Each of the Chevys Acquisition Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to the Lenders and the Agent. The Agent shall have received a fully executed copy copy, certified by a duly authorized officer on behalf of the Borrowers to be true, complete, and correct, of each of the SWIMS Purchase Agreement Chevys Acquisition Documents requested by the Agent; (j) Each of the Unsecured Term Loan Documents shall have been duly executed and delivered by the SWIMS Subordinated Noterespective parties thereto, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to the Lenders and the Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) . The Agent shall have received a fully executed copy copy, certified by a duly authorized officer on behalf of an amendment the Borrowers to be true, complete, and correct, of each of the Unsecured Term Loan Documents requested by the Agent; (k) The Chevys Acquisition shall have been duly consummated on or prior to the ABL Credit AgreementSecond Amendment Closing Date in accordance with the terms of the Chevys Acquisition Documents in all material respects without waiver or amendment of any term thereof unless consented to in writing by the Agent. The Agent shall have received evidence, dated reasonably satisfactory to it, of the date hereofcompletion by the parties to the Chevys Acquisition Documents of all actions to be taken prior to or concurrently with the closing of the transactions contemplated thereby pursuant to the terms thereof, among the Borrowersincluding without limitation, the Guarantorssatisfaction or, to the extent consented to in writing by the Agent, waiver, of all conditions to closing set forth in the Chevys Acquisition Documents; (l) The Unsecured Term Loan shall have been duly consummated on or prior to the Second Amendment Closing Date in accordance with the terms of the Unsecured Term Loan Documents in all material respects without waiver or amendment of any term thereof unless consented to in writing by the Agent. The Agent shall have received evidence, reasonably satisfactory to it, of the completion by the parties to the Unsecured Term Loan Documents of all actions to be taken prior to or concurrently with the closing of the transactions contemplated thereby pursuant to the terms thereof, including without limitation, the Parent and Xxxxx Fargo Banksatisfaction or, National Association as to the sole lenders party thereto extent consented to in writing by the Agent, waiver, of all conditions to closing set forth in the Unsecured Term Loan Documents; (the “ABL Amendment”), which m) The Security Documents shall be effective to create in favor of the Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral, including without limitation all or substantially all of the assets and properties acquired pursuant to the Chevys Acquisition. All filings, recordings, deliveries of instruments (including without limitation duly completed Perfection Certificates for each of CKR and Chevys) and other actions necessary or desirable in the opinion of the Agent to protect and preserve such security interests shall have been duly effected. The Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Agent, ; and (n) The satisfaction of such other conditions as may be required by the conditions to effectiveness Agent based upon due diligence review of the ABL Amendment shall have been satisfied Chevys Acquisition Documents and the ABL Amendment shall be in full force and effectUnsecured Term Loan Documents.

Conditions to Effectiveness. This First Amendment shall become effective only upon on the satisfaction in full date when each of the following conditions precedent:specified below shall have been satisfied (the “First Amendment Effective Date”): (ai) the Administrative Agent and the Borrower shall have received a signed signature page to this First Amendment from the Borrower, the Guarantor, the Fronting Lender, each Revolving Lender and the Administrative Agent and a signed consent from each Consenting Lender, and in the case of each such Consenting Lender such Consenting Lender shall have elected on its signature page either “Option A” or “Option B” as described in Exhibit A hereto; (ii) the Administrative Agent shall have received counterparts hereofwith respect to the Borrower a certificate of the Secretary of State of the state of Delaware, duly executed and delivered by all the parties heretodated as of a recent date, as to its good standing; (biii) the Administrative Agent shall have received a fully executed copy certificate of the Secretary or an Assistant Secretary (or similar officer), of the Borrower dated the date hereof and certifying as to the incumbency and specimen signature of each officer of the SWIMS Purchase Agreement Borrower executing this First Amendment or any other document delivered by it in connection herewith; (iv) the Borrower shall have paid to the Administrative Agent for the benefit of itself and the SWIMS Subordinated NoteConsenting Lenders the then-unpaid balance of all accrued and unpaid fees due, each of which shall be owing and payable by the Borrower to them in full force and effect substantially concurrently connection with this First Amendment, as agreed to by the effectiveness of this AmendmentBorrower, and the SWIMS Acquisition shall be consummated reasonable attorneys’ fees of Milbank, Tweed, Xxxxxx & XxXxxx LLP as counsel to the Administrative Agent and to the Fronting Lender incurred in accordance connection with the SWIMS Purchase Agreement substantially concurrently with the effectiveness preparation, execution and delivery of this AmendmentFirst Amendment as to which the Borrower shall have received an invoice prior to the First Amendment Effective Date; (cv) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Administrative Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with an Officer’s Certificate from the effectiveness hereof receive) Borrower certifying as to the proceeds of the issuance of the SWIMS Subordinated Note truth in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each material respects of the representations and warranties set forth in Section 3 of this First Amendment as though made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects it on and as of the date hereof hereof, except (i) to the extent that any such representation or warranty relates to a specific specified date, in which case as of such date (provided, that any representation and or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all material respects as of such earlier date the applicable date, before and (ii) that such materiality qualifier shall not be applicable after giving effect to any representations and warranties that are already qualified or modified by materiality in the text thereofFirst Amendment); (gvi) all reasonable and documented fees and outinterest accrued on the Term Loans that has not yet been paid by the Borrower to the Administrative Agent as of the First Amendment Effective Date shall have been paid in full; and (vii) all amounts owing to the Non-of-pocket expenses under Consenting Lenders pursuant to Section 2.15 (Break Funding Payments) of the Credit Loan Agreement and in connection with the repayment of their Refinanced Term Loans pursuant to this First Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) shall have been paid by the Loan Parties Borrower to the extent Administrative Agent for the account of each such fees and expenses have been invoiced Non-Consenting Lender, subject in the case of each Non-Consenting Lender to Borrowers; and (h) its giving the Borrower a written certificate setting forth any such amount due to it at least one Business Day prior to the First Amendment Effective Date. The Administrative Agent shall have received a fully executed copy of an amendment to promptly notify the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness parties hereto of the ABL occurrence of the First Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This Amendment shall become be effective only on the date upon the satisfaction in full of which the following conditions precedentprecedent are satisfied: (a) Agent Borrower shall have received counterparts hereof, duly delivered to Lender an executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed original copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and each other agreement, document or instrument reasonably requested by the SWIMS Acquisition shall be consummated Lender in accordance connection with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, each in form and substance reasonably satisfactory to Agent;Lender. (eb) Parent Lender shall have received evidence satisfactory to it that Borrower has raised at least $967,000 of net aggregate proceeds from the sale of its equity securities, and that such amount in on deposit with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (or shall“Merrill”) in account number 737-07056 (the “Merrill Account”). (c) Lender shall have received an original of an executed Pledged Collateral Account Control Agreement by and among Lender, substantially concurrently Borrower and Merrill (the “Merrill Account Control Agreement”) pursuant to which Lender’s security interest in the Merrill Account and any amounts deposited therein shall be perfected, in form and substance satisfactory to Lender. (d) Lender shall have received all fees, charges and expenses payable to Lender as required by this Amendment and in connection with this Amendment and the effectiveness hereof receivedocumentation related hereto, including, but not limited to, (i) the proceeds of the issuance of the SWIMS Subordinated Note a fee in the amount of $13,000,00040,000 in consideration of this Amendment, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented legal fees and out-of-pocket expenses under the Credit Agreement and this Amendment costs (including the outstanding fees and expenses of Agent, including without limitation, legal in-house counsel fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment Waiver shall become effective on the first date (the “Waiver Effective Date”) when, and only upon the satisfaction in full when, each of the following applicable conditions precedentset forth below have been satisfied (or waived) in accordance with the terms herein: (a) Agent this Waiver shall have received counterparts hereof, duly been executed and delivered by all the parties heretoBorrowers, MVWC, the Administrative Agent and Required Revolving Credit Lenders; (bi) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of each Loan Party set forth in the Loan Parties Credit Agreement and in this Amendment and/or in any each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Waiver Effective Date with the same effect as though made on and as of such date hereof except (i) to the extent that any such representation or warranty relates representations and warranties expressly relate to a specific an earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date date; provided that (A) references to the “Closing Date” and the “Transactions” in Section 5.15 of the Credit Agreement shall be deemed to mean the “Waiver Effective Date” and the transactions contemplated by this Waiver, respectively and (B) the representation and warranty in Section 5.13 of the Credit Agreement shall apply to the written information furnished by or on behalf of a Loan Party to any Agent or Lender in connection with the transactions contemplated by this Waiver, and (ii) that such materiality qualifier no Default shall not be applicable to any representations exist or would result from the effectiveness of this Waiver and warranties that are already qualified or modified the consummation of the transactions contemplated by materiality in the text thereofthis Waiver; (gc) all reasonable and documented fees and out-of-pocket expenses under the Administrative Agent shall have received, for the account of each Revolving Credit Agreement and this Amendment (including Lender that submits its consent hereto, a consent fee in an amount equal to 0.05% of the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid Revolving Credit Commitments held by the Loan Parties such Lender immediately prior to the extent such fees Waiver Effective Date, which consent fee shall be earned, due and expenses have been invoiced payable on, and subject to Borrowersthe occurrence of, the Waiver Effective Date; and (hd) the Administrative Agent shall have received a fully certificate dated as of the Waiver Effective Date and executed copy by a Responsible Officer of an amendment the Borrower Representative as to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be matters set forth in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectSection 4(b) above.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date (the “Effective Date”) on which each of the following conditions precedent: (a) shall have occurred and the Administrative Agent shall have received counterparts hereofevidence reasonably satisfactory to it of such occurrence: (i) this Amendment shall have been executed by the Borrower, duly executed the Guarantors, the Required First Priority Participant Lenders, the Required Total Participant Lenders and delivered by all the parties heretoRequired Lenders; (bii) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with immediately prior to the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default (other than a Specified Default) shall have occurred and be continuing on the date hereofcontinuing; (da) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Borrower and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent GM shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price irrevocably executed and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of delivered an amendment to the ABL Credit GM-Delphi Agreement that extends the date by which the Bankruptcy Court shall have held a hearing to approve the modifications to the Existing Reorganization Plan (such modifications shall provide for, among other things, the sale of certain assets of the Borrower and its Subsidiaries) from 8:00 p.m. (New York City time) on July 29, 2009 to no earlier than 8:00 p.m. (New York City time) on July 30, 2009, as set forth in both the definition of “Sale Order Condition” and Section 4.04(d)(iv) of the GM-Delphi Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent (b) such amendment shall have become fully effective and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which c) such amendment shall be in form and substance reasonably satisfactory to the Administrative Agent, ; and (iv) the conditions Borrower shall have paid all invoiced expenses (including the fees and expenses of counsel to effectiveness the Administrative Agent) of the ABL Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment shall and other matters relating to the Loan Documents in accordance with Section 10.05 of the Credit Agreement, and all invoiced expenses of the Lenders payable pursuant to any expense side letters entered into with the Borrower (as such expense side letters are amended, supplemented or modified), to the extent such side letters have been satisfied and approved by the ABL Amendment shall be in full force and effectBankruptcy Court.

Conditions to Effectiveness. This Amendment shall become effective only upon is subject to the satisfaction in full of the following conditions precedent:(the first date on which all such conditions have been satisfied being herein called the "Effective Date"): (aA) Agent the Lender shall have received counterparts hereofof this Amendment which, when taken together, bear the signatures of all parties hereto; (B) the Lender shall have received an Acknowledgment (in form and substance satisfactory to the Lender) executed by the Borrower and the Custodian confirming that the Securities Account Agreement remains in full force and effect; (C) the Lender shall have received a promissory note in the form of Exhibit A to the Loan Agreement in the amount of $765,000,000 (a "New Note") which New Note shall replace the Note currently held by the Lender and shall be deemed the Note for purposes of the Loan Agreement and the Lender shall return the existing Note to the Borrower; (D) the Lender shall have received a favorable written opinion of Counsel to the Borrower, dated the Effective Date, addressed to the Lender, to the effect that this Amendment and the New Note have been duly executed and delivered by all the parties heretoBorrower and, together with the Loan Agreement as hereby amended, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms and no consent or approval of any governmental authority or regulatory body to the execution, delivery and performance of this Amendment or the New Note or to the borrowings thereunder is required by law, or if any such consent or approval is necessary it has been obtained, which opinion shall be satisfactory to Morgan, Lewis & Bockius LLP, counsel for the Xxxxxx; (bE) Agent xxx Xender shall have received (i) a fully executed copy of each certificate of the SWIMS Purchase Manager of the Borrower, dated the Effective Date and certifying that (1) the provisions of the Operating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of this Amendment, the New Note and the SWIMS Subordinated Note, each of which shall be other documents and transactions contemplated by this Amendment and the borrowings under the Note and that the Manager has so authorized and such authorization is in full force and effect substantially concurrently with and (2) neither the effectiveness certificate of this Amendment, and organization nor the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Operating Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall Borrower have been amended since February 5, 1998 (or, substantially concurrently with other than the effectiveness hereof, shall be) used to finance the purchase price Amended and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made Restated Operating Agreement as amended by the Loan Parties in this First Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (ithereto dated November 24, 1998) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified other documents as the Lender or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of AgentMorgan, including without limitationLewis & Bockius LLP, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowerscounsel for thx Xxxxxx, xxx reasonably request; and (hF) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be all legal matters in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL connection with this Amendment shall be in full force and effectsatisfactory to Morgan, Lewis & Bockius LLP, counsel for the Xxxxxx.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date (the “Effective Date”) on which each of the following conditions precedent: (a) shall have occurred and the Administrative Agent shall have received counterparts hereofevidence reasonably satisfactory to it of such occurrence: (i) this Amendment shall have been executed by the Borrower, duly executed the Guarantors, the Required First Priority Participant Lenders, the Required Total Participant Lenders and delivered by all the parties heretoRequired Lenders; (bii) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with immediately prior to the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default (other than a Specified Default) shall have occurred and be continuing on the date hereofcontinuing; (da) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Borrower and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent GM shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price irrevocably executed and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of delivered an amendment to the ABL Credit GM-Delphi Agreement that extends the date by which (x) the Bankruptcy Court shall have held a hearing to approve the modifications to the Existing Reorganization Plan (such modifications shall provide for, among other things, the sale of certain assets of the Borrower and its Subsidiaries) and (y) the order from the Bankruptcy Court approving the modifications to the Existing Reorganization Plan shall have become final and non-appealable, from August 21, 2009 to no earlier than 8:00 p.m. (New York City time) on August 26, 2009, as set forth in the definition of “Sale Order Condition” and Sections 4.04(d)(iv) and 4.04(d)(v) of the GM-Delphi Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent (b) such amendment shall have become fully effective and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which c) such amendment shall be in form and substance reasonably satisfactory to the Administrative Agent, ; and (iv) the conditions Borrower shall have paid all invoiced expenses (including the fees and expenses of counsel to effectiveness the Administrative Agent) of the ABL Administrative Agent incurred in connection with the preparation, negotiation and execution of this Amendment shall and other matters relating to the Loan Documents in accordance with Section 10.05 of the Credit Agreement, and all invoiced expenses of the Lenders payable pursuant to any expense side letters entered into with the Borrower (as such expense side letters are amended, supplemented or modified), to the extent such side letters have been satisfied and approved by the ABL Amendment shall be in full force and effectBankruptcy Court.

Conditions to Effectiveness. This Amendment shall become effective only as of the date first written above (the “Effective Date”) upon the satisfaction in full of the following conditions precedentbelow: (a) Agent counterparts of this Amendment shall have received counterparts hereof, duly been executed and delivered by all the parties heretoCredit Parties, the Agent and the Required Lenders; (b) Agent Borrower shall have received a fully executed copy of each of delivered to Agent and the SWIMS Lenders (i) the Term Sheet for Fifth Amendment Equity Issuance and (ii) the Preferred Stock Purchase Agreement for Fifth Amendment Equity Issuance and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentmaterial related documents relating thereto; (c) no Default or Event of Default the Borrower shall have occurred paid the legal fees and be continuing on expenses of Cxxxxxx and Cxxxxx LLP, counsel for the Required Lenders, incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and other services rendered in connection with the Loan Agreement prior to the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisitionextent invoiced prior to execution of this Amendment, including an acquisition overviewthe Borrower shall have paid the legal fees and expenses of Holland & Knight LLP, investment highlights, sources and uses counsel for the SWIMS acquisitionAgent, incurred in connection with the preparation, negotiation, execution and SWIMS’ historical delivery of this Amendment and forecasted profit and loss statements, other services rendered in form and substance reasonably satisfactory connection with the Loan Agreement prior to Agent;the date hereof; and (e) Parent Holdings shall have received (or shall, substantially concurrently with gross cash proceeds from the effectiveness hereof receive) the proceeds initial tranche of the issuance of the SWIMS Subordinated Note Fifth Amendment Equity Issuance in the aggregate amount of $13,000,0003,500,000, all of which proceeds Holdings shall promptly contribute to the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;Borrower. (f) each Holdings shall have issued to the Lenders, on or about the date of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document Amendment, pxxxx warrants exercisable to purchase 330,000 shares of Holdings’ common stock (of which 200,000 shall be true issued to BP Holdings XVII LP and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty 130,000 shall be true issued to Energy Impact Credit Fund I LP and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Energy Impact Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”Fund II LP), which pxxxx warrants shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.Lenders. The Lenders hereby agree that

Conditions to Effectiveness. This Amendment shall become Agreement and the Amended and Restated Credit Agreement is effective only upon as of the satisfaction in full date of this Agreement (the “Effective Date”) on which each of the following conditions precedent: (a) precedent shall have been satisfied: The Administrative Agent shall have received counterparts hereofeach of the following (unless otherwise agreed to or waived by the Administrative Agent), in form and substance satisfactory to the Administrative Agent and dated as of the Effective Date: this Agreement, duly executed by the Borrower, the REIT, the Existing Lenders and the New Revolving Credit Lender; an Acknowledgment and Consent (the “Acknowledgment and Consent”) substantially in the form of Exhibit B attached hereto, duly executed and delivered by all the parties hereto; (b) Agent Guarantors; a reasonably satisfactory solvency analysis certified by the chief financial officer of the REIT which shall have received document the solvency of the REIT and its Subsidiaries considered as a fully executed copy whole immediately after giving effect to the transactions contemplated hereby; the results of a recent lien search in each of the SWIMS Purchase Agreement jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties, and such search shall reveal no liens on any of the assets of the Loan Party, except for Liens permitted by Section 7.3 of the Amended and Restated Credit Agreement; a certificate of each Loan Party, dated the Effective Date, substantially in the form of Exhibit C to the Amended and Restated Credit Agreement, with appropriate insertions and attachments, or as otherwise reasonably approved by the Administrative Agent; and an executed legal opinion of Hunton & Xxxxxxxx LLP, counsel to the Group Members; All governmental and third party approvals (including landlords’ and other consents) necessary in connection with the continuing operations of the Group Members and the SWIMS Subordinated Note, each of which transactions contemplated hereby shall have been obtained and be in full force and effect substantially concurrently with the effectiveness of this Amendmenteffect, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default all applicable waiting periods shall have occurred and be continuing expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the date hereof; (d) Borrowers financing contemplated hereby. The Borrower shall have provided paid to each of the Existing Lenders all accrued and unpaid interest, fees and other amounts in respect of the Revolving Credit Commitments and Revolving Credit Loans of the Existing Lenders immediately prior to giving effect to this Agreement. The Existing Lenders, the Arrangers and the Administrative Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used fees required to finance the purchase price and related transaction expenses be paid by DFBG SWIMS pursuant to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and that certain Fee Letter dated as of February 8, 2018 by and among Barclays Bank PLC, the date hereof except (i) to the extent that any such representation or warranty relates to a specific dateREIT and Borrower, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment for which invoices have been presented (including reasonable out-of-pocket fees, disbursements and other charges of counsel to the outstanding fees Agents), on or before the Effective Date The Existing Lenders shall have received, sufficiently in advance of the Effective Date, all documentation and expenses of Agentother information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitationlimitation the USA PATRIOT Act. There shall exist no action, legal fees and expenses) have been paid by suit, investigation or proceeding, pending or threatened in writing, in any court or before any arbitrator or governmental authority that purports to affect the Loan Parties in a materially adverse manner or any transaction contemplated hereby, or that could reasonably be expected to have a Material Adverse Effect. No event or condition shall have occurred since the date of the Group Members’ most recent audited financial statements delivered to the extent such fees and expenses Administrative Agent which has or could reasonably be expected to have been invoiced to Borrowers; and (h) Agent a Material Adverse Effect. No material adverse change in or material disruption of conditions in the market for syndicated bank credit facilities or the financial, banking or capital markets generally shall have received a fully executed copy of an amendment to occurred that, in the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness reasonable judgment of the ABL Amendment shall have been satisfied and Arrangers, would impair the ABL Amendment shall be in full force and effectsyndication of the Loans.

Conditions to Effectiveness. This Amendment The amendments provided in Section 1 shall become effective only upon at the satisfaction in full of date and time (the following conditions precedent“Effective Date”) that: (a) the Agent shall have received one or more counterparts hereofof (i) this Amendment, duly executed and delivered by all the parties Borrowers, the Lenders and the Agent, (ii) the Consent and Reaffirmation in the form of Exhibit A hereto, executed and delivered by the Guarantors, and (iii) the Amendment No. 1 Fee Letter, dated as of the date hereof, between the Borrower Representative and the Agent, executed and delivered by the Borrower Representative and the Agent; (b) Agent Borrowers shall have received paid in immediately available funds and without offset or deduction of any kind a fully executed copy non-refundable amendment fee of .15% of the maximum amount of each Revolving Lender’s Revolving Loan Commitment to Agent for the pro rata benefit of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentsuch Revolving Lender; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment updates, if any, to the ABL Perfection Certificate for each of the Credit AgreementParties, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent; (d) except to the extent waived by Agent in its discretion, the conditions to effectiveness Agent shall have received copies of Uniform Commercial Code bring-downs of previously delivered reports listing all effective financing statements that name any of the ABL Amendment Credit Parties as debtor, together with copies of such financing statements; (e) the Agent shall have been satisfied received (i) updated Schedules to the Credit Agreement, (ii) Intellectual Property Security Agreements, if needed, executed by the applicable Credit Party in favor of the Agent, (iii) updated schedules to the Guaranty and Security Agreement, (iv) one or more lock-box agreements, if needed, in favor Agent in form and substance satisfactory to Agent, (v) Blocked Account Agreements, if needed, executed by the applicable Credit Party, each bank where such Credit Party maintains Blocked Accounts and the ABL Amendment shall be Agent, (vi) Landlord Agreements, if needed, for each leased property of a Credit Party, executed by the lessor of such leased property, the Credit Party named as lessee, and the Agent, (vii) satisfactory evidence that the insurance policies required by Section 5.4 of the Credit Agreement are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as requested by Agent, in favor of Agent, on behalf of Lenders, (viii) for each Credit Party, (1) articles or certificate of incorporation or certificate of formation, as applicable, and all amendments thereto, (2) except to the extent waived by Agent in its discretion, good standing certificates (including verification of tax status) in its state of incorporation or formation, as applicable, (3) except to the extent waived by Agent in its discretion, good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date before the Effective Date and certified by the applicable Secretary of State of other authorized Governmental Authority, (4) its by-laws or operating agreement, as applicable, together with all amendments thereto, (5) resolutions of such Person’s Board of Directors or Board of Members, as applicable, approving and authorizing the execution, delivery and performance of the this Amendment, each certified as of the Effective Date by such Person’s secretary or assistant secretary as being in full force and effect without any modification or amendment, (6) signature and incumbency certificates of the officers of such Person executing the Amendment, certified as of the Effective Date by such Person’s secretary or assistant secretary as being true, accurate, correct and complete, (ix) a certificate of an Authorized Officer of each Credit Party, dated the Effective Date, stating that the conditions set forth in Section 2.2 of the Credit Agreement are satisfied, in each case in form and substance satisfactory to Agent; (f) the Agent shall have received such other documents, instruments, agreements and legal opinions as Agent shall reasonably request in connection with this Amendment, each in form and substance reasonably satisfactory to the Agent; and (g) there shall be no continuing Default or Event of Default (after giving effect to the amendments contemplated by this Amendment), and the representations and warranties of the Borrowers contained in this Amendment shall be true and correct in all material respects.

Conditions to Effectiveness. This Amendment Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective only upon on the satisfaction in full date (the "SECOND AMENDMENT EFFECTIVE DATE") on which all of the following conditions precedenthave been (or are concurrently being) satisfied: (a) Agent 1. The following documents shall have received counterparts hereof, duly been executed and delivered by all the parties hereto;each party thereto: (bi) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (cii) no Default or Event of Default shall have occurred and be continuing on the date hereofTerm Loan C Aircraft Chattel Mortgage; (diii) Borrowers the Sun Jet Aircraft Lease; (iv) the Sun Jet Consent and Agreement; (v) the Term Note C; and (vi) all Uniform Commercial Code financing statements on Form UCC-1 and UCC-3 required by the Lender. 2. The Lender shall have provided Agent with a due diligence package relative received executed legal opinions of King & Spalding, special counsel to the SWIMS AcquisitionBorrower, including an acquisition overviewin form and substance satisfactory to the Lender and taking into account this Amendment and the matters contemplated hereby (including, investment highlightswithout limitation, sources opinions with respect to the validity of the Second Amendment Documents and uses for the SWIMS acquisitioneffectiveness of UCC filings in each state where Collateral described therein is located). Such legal opinion shall cover such matters incident to the transactions contemplated by this Amendment and the other Second Amendment Documents as the Lender may reasonably require. 3. The Lender shall have received the executed legal opinion of Xxxxx & Xxxxxxx, special FAA counsel to the Borrower, in form and SWIMS’ historical substance satisfactory to the Lender taking into account this Amendment and forecasted profit the matters contemplated hereby (including, without limitation, opinions as to the effectiveness of the filing of the Term Loan C Aircraft Chattel Mortgage and loss statementsthe Sun Jet Aircraft Lease with the FAA). Such legal opinion shall cover such matters incident to the transactions contemplated by this Amendment and the other Second Amendment Documents as the Lender may reasonably require. 4. The Lender shall have received a copy, in form and substance reasonably satisfactory to Agent;the Lender, of the corporate resolutions of the Borrower, authorizing the Aircraft Acquisition and the execution, delivery and performance of this Amendment and the other Second Amendment Documents to which the Borrower is a party, certified by the Secretary or an Assistant Secretary of the Borrower as of the Second Amendment Effective Date, which certificates shall state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. (e) Parent 5. The Lender shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds a certificate of the issuance Secretary or an Assistant Secretary of the SWIMS Subordinated Note Borrower, dated the Second Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing each Second Amendment Document to which it is a party and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 6. The Lender shall have received certificates from the Borrower, stating that its Governing Documents have not been amended since September 30, 1996. 7. The Lender shall have received copies of certificates dated as of a recent date from the Secretary of State or other appropriate authority of such jurisdiction, evidencing the good standing of the Borrower in the amount State of $13,000,000its organization and in each State where the ownership, lease or operation of property or the conduct of business requires it to qualify as a foreign corporation or other entity except where the failure to so qualify would not have a Material Adverse Effect. 8. The Lender shall have received all chattel paper original copies of the proceeds Sun Jet Lease and all documents required to be delivered under Article Three of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;Term Loan C Aircraft Chattel Mortgage. (f) each 9. Each of the representations and warranties made by the Loan Parties Borrower in this Amendment and/or in any other Loan Document or pursuant to the Credit Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date as if made on and as of such date hereof (except (i) to the extent that any such representation or warranty relates the same relate to a specific another, earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date date). 10. No Default or Event of Default shall have occurred and (ii) that such materiality qualifier shall not be applicable to any representations continuing. 11. All corporate and warranties that are already qualified or modified other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under Second Amendment Documents, the Existing Credit Agreement, the Credit Agreement and this Amendment (including the outstanding fees other Credit Documents shall be reasonably satisfactory in form and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties substance to the extent Lender, and the Lender shall have received such fees and expenses have been invoiced to Borrowers; andother documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. (h) Agent 12. The Lender shall have received a fully executed copy Borrowing Base Certificate showing the Revolver Borrowing Base, the Term Loan A Borrowing Base, the Term Loan B Borrowing Base, and the Term Loan C Borrowing Base, in each case as of an amendment to the ABL Credit AgreementBusiness Day immediately preceding the Second Amendment Effective Date, with appropriate insertions and dated the date hereofSecond Amendment Effective Date, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be satisfactory in form and substance reasonably to the Lender, executed by a Responsible Officer or any Vice President of the Borrower. 13. The Lender shall have received evidence in form and substance satisfactory to the Agent, the conditions to effectiveness it that all of the ABL Amendment requirements of Section 6.6 of the Existing Credit Agreement and Section 5(o) of the Borrower Security Agreement shall have been satisfied with respect to the Term Loan C Aircraft. 14. The Lender shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the ABL Amendment filing of a duly executed Aircraft Chattel Mortgage with the FAA and financing statements on forms UCC-1, necessary or, in the opinion of the Lender, desirable to perfect the Liens created by the Security Documents with respect to the Term Loan C Aircraft shall be in full force and effecthave been completed. 15. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is a party.

Conditions to Effectiveness. This Amendment Accommodation Agreement, the amendments to the Credit Agreement contained herein, and the Amended and Restated Security and Pledge Agreement shall become effective only upon in accordance with their terms on the satisfaction in full date (the “Accommodation Effective Date”) on which each of the following conditions precedent: (a) shall have occurred and the Administrative Agent shall have received counterparts hereofevidence reasonably satisfactory to it of such occurrence: (i) this Accommodation Agreement shall have been executed by the Borrower, duly executed the Guarantors and delivered by all the parties heretoRequired Lenders; (bii) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each of the Borrower and the Guarantors, the authorization of the transactions under the Loan Documents and any other legal matters relating to each of the Borrower and the Guarantors, the Loan Documents or the transactions contemplated under the Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel; (iii) the Administrative Agent shall have received the favorable written opinion of (A) Shearman & Sterling, LLP, counsel to the Loan Parties and (B) in-house counsel to the Borrower, in each case, dated the Accommodation Effective Date and in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (iv) the Bankruptcy Court shall have entered, on or before December 4, 2008, one or more orders reasonably satisfactory in form and substance to the Administrative Agent (I) authorizing (A) the Accommodation Agreement and the amendment of each Existing Agreement as set forth herein and (B) the payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Fee Letter dated as of November 5, 2008, and (II) providing for the waiver of certain setoff rights, liens and claims by GM substantially as set forth in paragraph 10 of the proposed order exhibited to the motion to approve this Accommodation Agreement, filed with the Bankruptcy Court on November 7, 2008, and such order or orders shall not have been reversed, stayed or vacated; (v) an amendment to the GM-Delphi Agreement that is in form and substance satisfactory to each Participant Lender (the “GM-Delphi Agreement Second Amendment”) shall have become effective pursuant to the terms thereof; (vi) the Bankruptcy Court shall have entered, on or before December 4, 2008, an order reasonably satisfactory in form and substance to the Administrative Agent authorizing the GM-Delphi Agreement Second Amendment, and such order shall not have been reversed, stayed or vacated; (vii) the GM-Delphi Pull-Forward Agreement, in form and substance satisfactory to each Participant Lender, shall have become effective pursuant to the terms thereof; (viii) the Administrative Agent shall have received a fully executed copy of the GSA Side Letter, which shall have become effective pursuant to the terms thereof; (ix) the Borrower shall have executed and delivered a letter of credit reimbursement agreement in form and substance satisfactory to the Issuing Lender; (x) the Administrative Agent shall have received an amendment fee (an “Amendment Fee”) for the account of each Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 5:00 p.m. (New York City time) on November 26, 2008 in an amount equal to 200 basis points of the SWIMS Purchase Agreement Tranche A Commitments, Tranche B Loans and Tranche C Loans of each Participant Lender as of such date; (xi) the SWIMS Subordinated Note, each of which Administrative Agent shall be have received payment in cash in full force and effect substantially concurrently with of any fees owing to the Administrative Agent or any other person pursuant to, or referenced in, that certain Fee Letter dated as of November 5, 2008; (xii) the aggregate outstanding principal amount of Tranche A Loans shall not exceed, on the Accommodation Effective Date, $377,000,000; (xiii) immediately prior to the effectiveness of this AmendmentAccommodation Agreement, and but after giving effect to the SWIMS Acquisition shall be consummated amendment set forth in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) Section 25 above as if such amendment had been in effect on November 30, 2008, no Default or Event of Default shall have occurred and be continuing on the date hereofcontinuing; (dxiv) Borrowers the Borrower shall have provided Agent with a due diligence package relative delivered to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to Administrative Agent a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersHedging Certification; and (hxv) Agent the Borrower shall have received a fully executed copy of an amendment paid any accrued but unpaid interest and Fees owing to the ABL Credit Agreement, dated Lenders and the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association Administrative Agent as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectAccommodation Effective Date.

Conditions to Effectiveness. This Amendment shall become effective only upon as of and on the satisfaction in full of date (such date, the following conditions precedent"Fourth Amendment Effective Date") on which the Administrative Agent shall have received the following: (a) Agent shall have received counterparts hereof, hereof duly executed by Holdings, the Borrower, the Administrative Agent, the Required Lenders and delivered by all the parties heretoFederal Guarantor; (b) such corporate resolutions, incumbency certificates and other authorizations as the Administrative Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentmay reasonably request; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation invoiced, payment or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in reimbursement of all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under of the Credit Agreement and Administrative Agent incurred in connection with this Amendment (Amendment, including the outstanding fees reasonable fees, charges and expenses disbursements of Agent, including without limitation, legal fees respective counsel for the Administrative Agent and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersFederal Guarantor; and (hd) an irrevocable standby letter of credit issued under the Revolving Loan Agreement (or successor revolving credit facility) in favor of the Administrative Agent shall have received a fully executed copy for the benefit of an amendment to the ABL Credit Agreement, dated Lenders in the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”)amount of $12,500,000, which letter of credit shall be substantially in the form of Annex II to this Amendment and shall (i) be renewable on an annual basis, (ii) be drawable at any time and from time to time, in whole or in part, upon a notice of non-renewal or when an Event of Default shall be in form and substance reasonably satisfactory to existence, by the Agent, Administrative Agent in its discretion or at the conditions to effectiveness direction of the ABL Amendment shall have been satisfied Required Lenders or the Federal Guarantor in order to pay amounts then owing by the Borrower under any of the Loan Documents, to make an optional prepayment of the Loans or to fund a cash collateral account in the name of the Administrative Agent and under its sole control to secure the Obligations (and the ABL Borrower hereby authorizes the Administrative Agent to make each such drawing and to so use the proceeds thereof), and (iii) be released upon demonstrated compliance with the financial covenants in effect as permitted in this Amendment shall be in full force and effectas of September 30, 2007.

Conditions to Effectiveness. This Third Amendment shall become effective only upon on and as of the satisfaction in full earlier of the effective date of the Plan of Reorganization or the first date following June 30, 2009 (the “Third Amendment Effective Date”) that the following conditions precedentprecedent are satisfied: .1 The Loan Parties shall have entered into control agreements in connection with each deposit account and securities account (aas each such term is defined in the Uniform Commercial Code in the State of New York (the “UCC”)) with any bank or securities intermediary in the United States held by such Loan Party (other than those deposit accounts and securities accounts holding cash and investment property in an aggregate amount not exceeding $500,000 and Account No. 899660 maintained at Bank of America, N.A.) giving control (as defined in Article 9 of the UCC) of such accounts to the Successor Agent (“Control Agreements”); .2 The Required Lenders shall have received counterparts hereofan Officer’s Certificate from the chief executive officer of the Borrower certifying (i) the accuracy of the of the information provided in the schedules to the Loan Agreement (except as supplemented by the Schedules attached to this Third Amendment) and the information provided in the Schedules to this Third Amendment, duly executed and delivered by (ii) all the parties hereto; (b) Agent shall have received a fully executed copy of each consents, authorizations, licenses and approvals required in the consummation of the SWIMS Purchase Agreement Plan of Reorganization and the SWIMS Subordinated Noteexecution, each delivery and performance by the Borrower and the validity against the Borrower of which shall be this Third Amendment and the other Loan Documents have been obtained and remain in full force and effect substantially concurrently (or no such consents, authorizations, licenses and approvals are required) and (iii) attaching execution copies of each of the Control Agreements required to be entered into and certifying compliance with the effectiveness requirements of Section 5(a) of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Third Amendment; (c) no Default or Event .3 The Plan of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which Reorganization shall have been (or, substantially concurrently with the effectiveness hereof, consummated and shall be) used provide for this Third Amendment to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement become effective and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Third Amendment shall have been satisfied approved by the Bankruptcy Court; .4 Each of the Loan Parties and the ABL Amendment Existing Agent and Successor Agent shall have executed and delivered this Third Amendment; .5 The Second Lien Indebtedness and the Intercreditor Agreement shall have been amended such that the Second Lien Indebtedness is subordinated in right of payment to the Loans, in substantially the form attached hereto as Exhibit A; .6 Existing Agent and Successor Agent shall have confirmed in writing that each of the tasks listed on Schedule I attached hereto have been completed; provided that Successor Agent’s confirmation shall not be in full force and effect.a representation by Successor Agent as to the accuracy or completeness of the items provided;

Conditions to Effectiveness. This The effectiveness of the First Amendment shall become effective only upon Incremental Term Loan Commitments, the funding of the First Amendment Incremental Term Loans and the effectiveness of the amendments and waivers to the Existing Credit Agreement set forth herein are each subject to the satisfaction in full of all of the following conditions precedent:precedent (the date on which such conditions shall have been satisfied or waived, the “First Amendment Effective Date”): (a) the Incremental Lenders and the Administrative Agent shall have received executed counterparts hereofof this Amendment from the Loan Parties, duly executed each Incremental Lender, the Agents and delivered by all the parties heretoRequired Lenders; (b) Agent the Incremental Lenders shall have received a fully executed copy of each counterparts of the SWIMS Purchase Agreement fee letter dated as of the First Amendment Effective Date between the Borrower and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with Incremental Lenders (the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment“First Amendment Fee Letter”); (c) no Default or Event of Default shall have occurred and be continuing on the date hereofFirst Amendment Effective Date immediately before or after giving effect to this Amendment; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of each Loan Party or its Subsidiaries contained in the Loan Parties Credit Agreement or in this Amendment and/or in any the other Loan Document Documents shall be true and correct in all material respects on and as of the date hereof (except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that already are already qualified or modified by materiality in the text thereof) on and as of the First Amendment Effective Date, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); (ge) all reasonable the Administrative Agent and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent BXC Representative shall have received a fully executed copy counterparts of an amendment (i) the First Amendment to the Intercreditor Agreement (the “First Amendment to Intercreditor Agreement”), and (ii) Amendment No. 4 to ABL Credit Agreement, dated the date hereofin each case, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the AgentBXC Representative; (f) the Administrative Agent and BXC Representative shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s board of directors or equivalent body authorizing its execution, delivery, and performance of this Amendment, (ii) authorizing specific officers of such Loan Party to execute the conditions same, and (iii) attesting to effectiveness the incumbency and signatures of such specific officers of such Loan Party; (g) the Administrative Agent and BXC Representative shall have received copies of each Loan Party’s Organization Documents, as amended, modified, or supplemented to the First Amendment Effective Date, which Organization Documents shall be (i) certified by the Secretary or an Authorized Person of such Loan Party, and (ii) with respect to Organization Documents that are charter documents, certified as of a recent date (not more than thirty (30) days prior to the Closing Date) by the appropriate governmental official; (h) the Administrative Agent and BXC Representative shall have received a certificate of status with respect to each Loan Party, dated within thirty (30) days of the ABL First Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; (i) the Administrative Agent and BXC Representative shall have been satisfied received a solvency certificate, in form and substance reasonably satisfactory to BXC Representative, certifying as to the ABL solvency of the Loan Parties taken as a whole after giving effect to the transactions contemplated under the Agreement on the First Amendment Effective Date; (j) the Administrative Agent and BXC Representative shall have received favorable opinions of counsel to the Loan Parties in form and substance reasonably satisfactory to BXC Representative addressed to Administrative Agent and Lenders with respect to the Loan Parties, this Amendment and such other matters as BXC Representative shall reasonably request (which such opinions shall expressly permit reliance by permitted successors and assigns of the addressees thereof); (k) the Administrative Agent shall have received a Committed Term Loan Notice in accordance with Section 2.3(a) of the Credit Agreement; (l) the Incremental Lenders shall have received (or contemporaneously with the First Amendment Effective Date) the fees required to be paid pursuant to the First Amendment Fee Letter; (m) the Administrative Agent shall have received (or shall receive contemporaneously with the First Amendment Effective Date) an amendment fee in full force the amount of $5,000 in respect of this Amendment; (n) Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Amendment, including the reasonable, documented and effectinvoiced legal fees of one firm of counsel for each of (i) the Agents and (ii) the BXC Representative.

Conditions to Effectiveness. This Amendment The effectiveness of this Letter Agreement shall become effective only be subject to and conditioned upon the satisfaction in full United States Bankruptcy Court for the Southern District of New York, which is administering Delta’s case under Chapter 11 Case No. 05-17923 (ASH), (the “Bankruptcy Court”) having entered an order (collectively, the “Approval Order”) (A) approving this Letter Agreement, the Chautauqua Amendment and the Shuttle America Amendment, (B) providing for Delta’s assumption of the following conditions precedent: Shuttle America Delta Connection Agreement (aas amended by the Shuttle America Amendment) Agent and the Chautauqua Delta Connection Agreement (as amended by the Chautauqua Amendment) pursuant to Section 365 of the Bankruptcy Code, and (C) authorizing Delta to perform its obligations and exercise its rights under the Chautauqua Amendment and the Shuttle America Amendment and to execute and deliver the other instruments and documents contemplated thereby and to consummate the transactions contemplated thereby. Any motion for rehearing or reconsideration of the Approval Order shall have received counterparts hereofbeen denied. If the Approval Order shall have been appealed, duly executed either (i) no stay of the Approval Order shall be in effect or (ii) if such a stay has been granted by a court of competent jurisdiction, then (x) the stay shall have been dissolved or (y) a final order of a court having jurisdiction to hear such appeal shall have affirmed the Approval Order and delivered by all the time allowed to appeal from such affirmance or to seek review or rehearing thereof shall have expired and no further hearing, appeal or petition for certiorari can be taken or granted. Delta shall use its commercially reasonable efforts to obtain an Approval Order on a prompt basis after the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement Amendments and the SWIMS Subordinated Notethis Letter Agreement, each of which shall be an in full force and effect substantially concurrently connection therewith will file an appropriate motion with the effectiveness of this AmendmentBankruptcy Court by no later than March 15, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect2007.

Conditions to Effectiveness. This Amendment shall become effective only upon as of the satisfaction in full date when each of the following conditions precedent:is satisfied (the “Amendment No. 2 Effective Date”): (a) the Administrative Agent (or its counsel) shall have received counterparts hereoffrom the Required Lenders, duly executed each Revolving Lender, the L/C Issuer, the Swing Line Lender, the Borrowers and delivered by all each of the other parties hereto, a counterpart of this Amendment signed on behalf of such party; (b) the Arranger shall have received payment of the fees and expenses (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) set forth in that certain letter agreement, dated as of October 31, 2011, between the Borrowers and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated; (c) the Administrative Agent shall have received (i) payment of a fully executed copy consent fee on behalf of each Revolving Lender consenting to this Amendment in an amount equal to 0.075% of the SWIMS Purchase Agreement Revolving Commitments (whether utilized or unutilized) held by such Revolving Lender immediately prior to giving effect to this Amendment and (ii) payment of a consent fee on behalf of each Term Loan Lender consenting to this Amendment in an amount equal to 0.05% of the aggregate amount of Term Loans held by such Term Loan Lender immediately prior to giving effect to this Amendment; (d) all corporate or other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Administrative Agent and the SWIMS Subordinated NoteAdministrative Agent shall have received certified true and complete copies of the charter and by-laws and all amendments thereto (or equivalent documents) of each Borrower and of all corporate or other authority for each Borrower (including board of directors (or the functional equivalent thereof) resolutions with respect to the execution, delivery and performance of this Amendment and each other document to be delivered by each Borrower from time to time in connection herewith), certified as of which the Amendment No. 2 Effective Date as complete and correct copies thereof by the Secretary or Assistant Secretary of each Borrower; (e) the representations and warranties in Section 2 of this Amendment shall be in full force true and effect substantially concurrently with the effectiveness of this Amendment, correct and the SWIMS Acquisition Administrative Agent shall be consummated have received an Officer’s Certificate of the Borrowers, dated the Amendment No. 2 Effective Date, certifying to the effect set forth in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness Sections 2(b) and 2(c) of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receivef) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a fully completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed copy by each Borrower and the applicable Loan Party relating thereto) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of an amendment flood insurance to the ABL extent required pursuant to Section 6.07 of the Credit Agreement, dated Agreement (it being understood and agreed that the date hereof, among Administrative Agent is satisfied that this condition has been met); and (g) the Borrowers, Borrowers and the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which Administrative Agent shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL satisfied that all approvals required for this Amendment from any applicable Gaming Board shall have been received (it being understood and agreed that the Administrative Agent is satisfied that this condition has been met). Upon satisfaction of the conditions precedent set forth above, the Administrative Agent shall promptly notify the Borrowers and the ABL Lenders of its determination that this Amendment shall has become effective, which determination shall, absent manifest error, be in full force conclusive and effectbinding on the Borrowers and the Lenders for all purposes.

Conditions to Effectiveness. This Lender and Borrower agree that this Amendment shall become effective only upon the satisfaction in full of the following conditions precedent, each in form and substance satisfactory to Lender: (a) Agent Lender shall have received counterparts hereof, duly a fully-executed and delivered counterpart of this Amendment signed by all the parties heretoBorrower; (b) Agent Lender shall have received a fully fully-executed copy of each of the SWIMS Purchase Agreement Amended and the SWIMS Subordinated Restated Secured Term Loan Promissory Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of form attached to this Amendment, and Amendment as Exhibit A (the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment“Amended Note”); (c) no Default or Event of Default Lender shall have occurred and be continuing on received a fully-executed Warrant, in the date hereofform attached hereto as Exhibit C; (d) Borrowers Lender shall have provided Agent with a due diligence package relative to received certified resolutions of Borrower’s board of directors evidencing approval of (i) this Amendment, the SWIMS Acquisition, including an acquisition overview, investment highlights, sources Amended Note and uses for the SWIMS acquisitiontransactions evidenced by the Loan Documents amended thereby, and SWIMS’ historical (ii) the Warrant and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agentthe transactions evidenced thereby; (e) Parent Lender shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds certified copies of the issuance Certificate of Incorporation and Bylaws of Borrower, as amended through the SWIMS Subordinated Note in First Amendment Date, or a certificate of Borrower certifying that the amount Certificate of $13,000,000Incorporation and Bylaws of Borrower have not been amended, all of modified or supplemented since the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionClosing Date; (f) each Lender shall have received a certificate of the representations good standing for Borrower from its state of incorporation and warranties made by the Loan Parties in this Amendment and/or in any similar certificate from all other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, jurisdictions in which case such representation it does business and warranty shall where failure to be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereofwould have a Material Adverse Effect; (g) all reasonable Borrower shall have paid to Lender, for the account of Lender, the First Amendment Commitment Fee and documented fees and out-of-pocket expenses under the Credit Agreement and this First Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersFacility Charge; and (h) Agent Lender shall have received a fully executed copy of an amendment to payment for all fees and expenses incurred by Lender in connection with this Amendment and the ABL Credit AgreementEquity Documents, dated the date hereofincluding, among the Borrowersbut not limited to, the Guarantors, the Parent all reasonable legal fees and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”)expenses, which fees and expenses shall be in form and substance reasonably satisfactory to not exceed $12,500.00 without the Agent, the conditions to effectiveness prior consent of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectBorrower.

Conditions to Effectiveness. This Amendment shall become effective only upon as of the satisfaction in full of date when the following conditions precedenthave been met: (a) Agent The Bank shall have received counterparts hereof, an original of this Amendment duly executed by the Borrower, and delivered by all the Bank (whether such parties heretoshall have signed the same or different copies); (b) Agent The Bank shall have received a fully executed copy of each been reimbursed by Borrower for all reasonable fees and third-party out-of-pocket charges and other expenses incurred in connection with this Amendment and the transactions contemplated thereby or otherwise due and owing pursuant to the Loan Documents as of the SWIMS Purchase Agreement date hereof, including, without limitation, (y) the reasonable attorneys’ fees and expenses of Womble Bxxx Xxckinsox (XX) XXP, as counsel to the SWIMS Subordinated NoteBank and (z) lien searches, each of which shall be in full force title and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentrecordation fees; (c) no Default or Event of Default The Bank shall have occurred received lien searches (including Uniform Commercial Code, judgments, bankruptcy and be continuing taxes) in form and scope satisfactory to the Bank with respect to the Borrower showing no existing Liens on the date hereofproperty of the Borrower except as permitted under the Credit Agreement; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent The Bank shall have received (or shall, substantially concurrently with from the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note Borrower an amendment fee in the amount of $13,000,000, all 15,000.00 which fee shall be fully earned by the Bank and payable on the date of the proceeds of which this Amendment; WBD (US) 46876899v6 (e) The Bank shall have been (or, substantially concurrently with received the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionBorrower’s updated financial projections/statements; (f) each of The Bank shall have received the representations and warranties made by Borrower’s financial draft audit for the Loan Parties 2019 financial year in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) a form reasonably acceptable to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;Bank. (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent The Bank shall have received a fully executed copy any other documents, agreements and instruments reasonably requested by the Bank in connection with the execution of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL this Amendment shall have been satisfied and the ABL Amendment shall be in full force and effecttransactions contemplated thereby.

Conditions to Effectiveness. This Amendment shall become effective as of the date hereof only upon the satisfaction in full of all of the following conditions precedent:precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment Effective Date”): (ac) This Amendment shall have been duly executed by Holdings, each Loan Party, the Administrative Agent and the Required Lenders and, in each case, duly executed counterparts thereof shall have been delivered to the Administrative Agent. (d) The Administrative Agent shall have received counterparts hereoffrom Holdings payment in immediately available funds of all accrued costs, duly executed fees and delivered by all expenses (including reasonable fees, expenses and other charges of counsel) owing to the parties hereto; (b) Administrative Agent shall have received a fully executed copy of each pursuant to pursuant to Section 11.04 of the SWIMS Purchase Credit Agreement and Section 11.04 of the SWIMS Subordinated NoteAmended Credit Agreement, each of which shall be as applicable, in full force and effect substantially concurrently connection with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent;. (e) Parent The Administrative Agent and the Lenders shall have received at least one (or shall1) day prior to the Amendment Effective Date all documentation and other information reasonably requested in writing by them at least two (2) days prior to the Amendment Effective Date in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, substantially concurrently with including the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition;Act. (f) each All approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings with, any Governmental Authority or any other Person necessary or required for the consummation of the this Amendment shall have been received. (g) The representations and warranties made by contained in Article 5 of the Loan Parties in this Amendment and/or in any other Loan Document Amended Credit Agreement shall be true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of the date hereof except (i) to the extent such earlier date; provided that any such representation representations and warranties that is qualified as to “materiality”, “Material Adverse Effect” or warranty relates to a specific date, in which case such representation and warranty similar language shall be true and correct (after giving effect to any qualification therein) in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; andrespects. (h) Agent There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Administrative Agent, singly or in the aggregate, materially impairs this Amendment or any of the other transactions contemplated by the Loan Documents, or that could reasonably be expected to have received a fully executed copy Material Adverse Effect. (i) There has been no change, occurrence or development since December 31, 2014 that could reasonably be expected to have a Material Adverse Effect. (j) No Default or Event of an amendment Default shall exist or be continuing prior to or immediately after giving effect to the ABL Credit Agreementthis Amendment. Notwithstanding anything herein to the contrary, dated for purposes of determining compliance with the date hereofconditions specified in this Section IV, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which each Required Lender shall be in form deemed satisfied with each document and substance each other matter required to be reasonably satisfactory to such Required Lender unless, prior to the AgentAmendment Effective Date, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectAdministrative Agent receives notice from such Required Lender specifying such Required Lender’s objections.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full of the following conditions precedent, unless specifically waived in writing by the Bank: (a) Agent The Bank shall have received counterparts hereofthe following documents, each in form and substance satisfactory to the Bank and its counsel: (i) This Amendment, duly executed by the Borrower and delivered the Guarantors (except as provided in Section 5.05 hereof); and (ii) A Fifteenth Amended and Restated Master Revolving Credit Note in the form of Exhibit A to this Amendment (hereinafter, the “Revolving Note”), duly executed by all the parties hereto;Borrower. (b) Agent There shall have received a fully executed copy of each been no material adverse change in the financial condition of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentBorrower or any Guarantor; (c) There shall be no Default material adverse litigation, either pending or threatened, against the Borrower or any Guarantor that could reasonably be expected to have a material adverse effect on the Borrower or such Guarantor; (d) The representations and warranties contained herein and in the Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof; (e) No default or Event of Default shall have occurred and be continuing on continuing, unless such default or Event of Default has been specifically waived in writing by the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionBank; (f) each of All corporate proceedings taken in connection with the representations and warranties made transactions contemplated by the Loan Parties in this Amendment and/or in any and all documents, instruments and other Loan Document legal matters incident thereto shall be true and correct in all material respects on and as of the date hereof except (i) satisfactory to the extent that any such representation or warranty relates to a specific date, in which case such representation Bank and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;its legal counsel; and (g) The Bank shall have received from the Company or the Borrower, as appropriate, all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses(if any) have been required to be paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment Bank pursuant to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectamended hereby.

Conditions to Effectiveness. This Amendment shall become effective (the “Twenty-Fourth Amendment Effective Date”) only upon the satisfaction in full of the following conditions precedent: (a) Collateral Agent shall have received counterparts hereofof this Amendment that bear the signatures of each Credit Party, duly executed each Agent and delivered by all the parties hereto;Requisite Lenders. (b) Agent shall have received a fully executed copy of each of Except as set forth in the SWIMS Purchase Agreement Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth Amendment, the Sixteenth Amendment, the Seventeenth Amendment, the Eighteenth Amendment, the Nineteenth Amendment, the Twentieth Amendment, the Twenty-First Amendment, the Twenty-Second Amendment, the Twenty-Third Amendment and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, the representations and warranties contained herein, in Section IV of the SWIMS Acquisition Credit Agreement and in each other Credit Document are true and correct in all material respects on and as of the Twenty-Fourth Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be consummated true and correct in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness all material respects on and as of this Amendment;such earlier date). (c) Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or any Lender in connection with this Amendment and the Credit Documents. (d) Except as expressly waived herein, no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent Twenty-Fourth Amendment Effective Date or would result from this Amendment becoming effective in accordance with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent;its terms. (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used All legal matters incident to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied Agents and the ABL Amendment shall be in full force and effecttheir respective counsel.

Conditions to Effectiveness. This Amendment shall become effective as of the date (the “Effective Date”) when, and only upon the satisfaction in full when, each of the following conditions precedenthave been satisfied or waived in accordance with the terms therein: (a) The Administrative Agent shall have received counterparts hereofof this Amendment executed by the Borrowers, duly executed the other Loan Parties and delivered by all the parties heretoMajority Lenders; (b) Agent The Borrowers shall have received paid or caused to be paid to the Administrative Agent a fully executed copy consent fee for the account of each Lender that has executed and delivered to the Administrative Agent a signature page to this Amendment at or prior to 5:00 p.m. (New York City time), on May 7, 2015, in the amount of 0.10% of such Lender’s Loans and/or Commitments under the Existing Credit Agreement immediately prior to such time (it being understood that such fees shall be payable only if consents from the Majority Lenders are received and on and subject to the occurrence of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentEffective Date); (c) no Default or Event of Default The Borrowers shall have occurred paid all reasonable fees and be continuing on expenses (including the reasonable fees and expenses of Xxxx Xxxxxxxx LLP) incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Existing Credit Agreement to the extent invoiced prior to the date hereof;; and (d) Borrowers have provided Agent with a due diligence package relative Prior to and after giving effect to the SWIMS AcquisitionAmendment, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (ei) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of the Borrowers and each other Loan Parties Party contained in this Amendment and/or in any the Existing Credit Agreement and each other Loan Document (including in Section 4 hereof) shall be true and correct in all material respects on and as of the date hereof except (i) hereof; provided, that, to the extent that any such representation or warranty relates representations and warranties specifically refer to a specific an earlier date, in which case such representation and warranty they shall be true and correct in all material respects as of such earlier date date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (ii) that such materiality qualifier no Default shall not be applicable to any representations and warranties that are already qualified exist, or modified by materiality in would result on the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties date hereof before or after giving effect to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectthis Amendment.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon not be effective, and the Third Restatement Effective Date shall not occur, until the prior or concurrent satisfaction in full of each of the following conditions precedent: (a) Agent shall have received counterparts hereof, duly Each of the Third A&R ARKS S&O Agreement and the Third A&R Delek S&O Agreement has been executed and delivered by all the parties heretois in full force and effect; (b) Agent The S&O Party Guarantee shall have received been duly executed and delivered to Xxxx in a fully executed copy of each of the SWIMS Purchase Agreement form and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentsubstance satisfactory to Xxxx; (c) no Default or Event of Default The Parties shall have occurred executed an amendment to the Marketing and be continuing on the date hereofSales Agreement in a form and in substance satisfactory to Xxxx; (d) Borrowers The Parties shall have provided Agent with a due diligence package relative agreed to the SWIMS Acquisitionform and substance of the Step-Out Inventory Sales Agreement (which form is attached hereto as Schedule R); (e) The Company and Xxxx shall have duly executed the Fee Letter; (f) The Parties have prepared and appended hereto a full amended and restated set of Schedules and Exhibits; (g) The Company shall have delivered to Xxxx a certificate signed by the principal executive officer of the Company certifying as to incumbency, including board approval and resolutions, other matters; (h) The Company shall have delivered to Xxxx an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsopinion of counsel, in form and substance reasonably satisfactory to AgentXxxx, 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 Transaction Documents; and no conflicts including with respect to the Existing Financing Agreements; (ei) Parent The Company have delivered to Xxxx amendments and restatements of the MLP Acknowledgment Agreement, the Company Acknowledgment Agreement, the ARKS Acknowledgment Agreement and the Delek Acknowledgment Agreement, each duly executed by all parties thereto, reflecting such updated references and further amendments and modifications as Xxxx shall have reasonably requested; (j) 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; (k) Xxxx shall have received final approvals from relevant internal committees; (l) To the extent deemed necessary or shallappropriate by Xxxx, substantially concurrently with the effectiveness hereof receive) the proceeds acknowledgements and/or releases (including without limitation, amendments or termination of the issuance of the SWIMS Subordinated Note UCC financing statements), in the amount of $13,000,000form and substance satisfactory to Xxxx, all of the proceeds of which shall have been duly executed by lenders or other creditors that are party to Existing Financing Agreements, confirming the 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 other Transaction Documents and agreeing to provide Xxxx with such further documentation as it may reasonably request in order to confirm the foregoing; (orm) The Company shall have delivered to Xxxx such other certificates, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price documents and related transaction expenses paid by DFBG SWIMS instruments as may be reasonably necessary to consummate the SWIMS Acquisitiontransactions contemplated herein, including UCC-1 financing statements reflecting Xxxx as owner of 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; (fn) each 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; (o) The Company shall have delivered to Xxxx insurance certificates evidencing the effectiveness of the insurance policies required by Article 15 below; (p) The Company shall have provided to Xxxx confirmation, in form and substance satisfactory to Xxxx, that all other Transaction Documents remain in full force and effect; (q) All representations and warranties made by of the Loan Parties Company and its Affiliates contained in this Amendment and/or the Transaction Documents (other than the Pledge and Security Agreement) shall be true and correct on and as of the Third Restatement Effective Date; and (r) All representations and warranties of Xxxx contained in any other Loan Document the Transaction Documents shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectThird Restatement Effective Date.

Conditions to Effectiveness. This Second Amendment shall become effective only upon on the satisfaction in full of date (the “Second Amendment Effective Date”) on which the following conditions precedentshall have been satisfied or waived: (a) the Administrative Agent shall have received counterparts hereof(i) this Second Amendment, duly executed and delivered by all each Borrower and (ii) a Lender Joinder Agreement with respect to the parties heretoIncremental Facility Increase contemplated hereby, executed and delivered by the Additional Lender (the “Second Amendment Lender Joinder Agreement”); (b) the Administrative Agent shall have received a fully executed copy of each certificate from the Parent Borrower, dated as of the SWIMS Purchase Agreement Second Amendment Effective Date, substantially in the form of Exhibit G-1 to the Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the SWIMS Subordinated Notesignature of authorized signatories and Organizational Documents, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, executed by a Responsible Officer and the SWIMS Acquisition shall be consummated in accordance with Secretary or any Assistant Secretary or other authorized representative of the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentParent Borrower; (c) no Default or Event of Default the Administrative Agent shall have occurred and be continuing on received (i) the date hereof; (d) Borrowers have provided Agent with a due diligence package relative executed legal opinion of Debevoise & Pxxxxxxx LLP, counsel to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsParent Borrower, in form and substance reasonably satisfactory to the Administrative Agent and (ii) the executed legal opinion of Morris, Nichols, Arsht & Txxxxxx LLP, special Delaware counsel to certain of the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (d) the Borrowers shall have paid, or caused to be paid, to the Additional Lender the agreed upfront fees payable by the Borrowers to the Additional Lender pursuant to the Second Amendment Lender Joinder Agreement to the extent due; (e) Parent the Specified Representations shall have received (or shallbe true and correct in all material respects, substantially concurrently with except to the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note extent they relate to a particular date in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document case such Specified Representations shall be true and correct in all material respects on and as of the such date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation as if made on and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowersdate; and (hf) the Administrative Agent shall have received a fully executed copy certificate from a Responsible Officer of an amendment the Parent Borrower, dated as of the Second Amendment Effective Date, substantially in the form of Exhibit H to the ABL Credit Agreement, dated . The making available of the date hereof, among Incremental Facility Increase contemplated hereby by the Borrowers, Additional Lender shall conclusively be deemed to constitute an acknowledgement by the Guarantors, Administrative Agent and the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, Additional Lender that each of the conditions to effectiveness of the ABL Amendment precedent set forth in this Section 2 shall have been satisfied and the ABL Amendment in accordance with its respective terms or shall be in full force and effecthave been irrevocably waived by such Person.

Conditions to Effectiveness. This 4.1 The provisions of Article 1 of this Amendment shall become effective when, and only upon the satisfaction in full of the following conditions precedent: (a) when, Agent shall have received counterparts hereof, duly executed this Amendment and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Notedocuments or instruments set forth below (collectively, each of which shall be in full force and effect substantially concurrently with the effectiveness for purposes of this Amendment, the "Additional Loan Documents", all of which upon the satisfaction of all the conditions set forth in this Article 2 shall be deemed part of the "Loan Documents" referred to in the Loan Agreement), executed by the each of the parties hereto and the SWIMS Acquisition parties thereto where provided, respectively, and in form and substance satisfactory in all respects to Agent in its sole discretion, and when each of the other conditions set forth below has been satisfied to the satisfaction of Agent: A. A new Note to evidence the Revolving Loan Commitment in the amount of $22,500,000, which instrument shall be consummated in accordance with substituted for, but not a novation of, the SWIMS Purchase Agreement substantially concurrently with Note delivered on the effectiveness Closing Date; B. Certified Resolutions of the Board of Directors of Borrowers authorizing the execution and delivery by them of this Amendment; (c) no Default or Event C. An opinion of Default shall have occurred counsel to Borrowers as to the due authorization, execution and be continuing on delivery by them of this Amendment and the date hereof$22,500,000 Note and such other matters as Agent reasonably requests; (d) D. Borrowers have provided shall pay to Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds benefit of the issuance of the SWIMS Subordinated Note Lenders [i] a fee in the amount of $13,000,000137,500 for entering into this Amendment, all and [ii] the Agent's Fee in the amount of $25,000 payable pursuant to Section 2.3A of the proceeds Loan Agreement; and E. The applicable Subsidiary of which AFI shall have been (orexecuted and delivered to Lender a modification, substantially concurrently with the effectiveness hereofin recordable form, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) of each of the representations Mortgages originally delivered at the Closing to reflect the change in maximum principal amount and warranties made extension of the maturity date of the Revolving Note, and containing such other provisions as Agent reasonably deems appropriate; F. Agent shall be satisfied, including pursuant to (if Lender so elects) title searches and endorsements to the Title Insurance Policy, that the priority of the lien of the Mortgages remains unimpaired notwithstanding the change in amount and extension of the maturity date of the Revolving Note and the other modifications effected by this Amendment; G. Agent shall receive such other documents, instruments and certificates, if any, as Agent may reasonably request to insure the binding effect in accordance with the terms hereof of the Loan Parties in Agreement and the other Loan Documents as modified by this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectother Additional Loan Documents.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedent:have been satisfied (or waived by the Administrative Agent and the Lenders party hereto in their sole discretion): (a) The Administrative Agent shall have received, in immediately available funds, to the extent invoiced prior to the Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket costs and expenses of the Administrative Agent (including, but not limited to, the reasonable fees and expenses of counsel (including, but not limited to, one local counsel and any specialist counsel in each relevant jurisdiction) to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder or under any other Loan Document. (b) The Administrative Agent shall have received the following documents, each document being dated the date of receipt thereof by the Administrative Agent (which date shall be the same for all such documents, except as otherwise specified below), in form and substance satisfactory to the Administrative Agent: (i) either (A) counterparts hereof, of this Amendment duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and Borrowers, the SWIMS Subordinated NoteLenders, each of which shall be in full force and effect substantially concurrently with the effectiveness of this AmendmentAdministrative Agent, and the SWIMS Acquisition shall be consummated in accordance with Fronting Banks or (B) written evidence satisfactory to the SWIMS Purchase Agreement substantially concurrently with the effectiveness Administrative Agent that such parties have signed counterparts of this Amendment; (cii) certified copies of (A) the resolutions of the Board of Directors of each Borrower approving this Amendment and the Credit Agreement and (B) all documents evidencing any other necessary corporate action with respect to this Amendment and the Credit Agreement; (iii) a certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date, and (C) that true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by such Borrower of this Amendment and the Credit Agreement have previously been delivered to the Administrative Agent and remain in full force and effect on such date; (iv) a certificate of an Authorized Officer of each Borrower (the statements in which shall be true) certifying that, both before and after giving effect to this Amendment, (A) no Default or event has occurred and is continuing that constitutes an Event of Default shall have occurred or an Unmatured Default with respect to such Borrower and be continuing on the date hereof; (dB) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by of such Borrower contained in the Loan Parties in this Amendment and/or in any Credit Agreement and each other Loan Document shall be to which such Borrower is a party are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) on and as of the Amendment Effective Date, as though made on and as of such date hereof except (i) to the extent that other than any such representation or warranty relates that by its terms refers to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;specific date); and (gv) opinions of Xxxxx Day, special counsel for the Borrowers, and certain local counsel for the Borrowers, as reasonably requested by the Administrative Agent. (c) The Administrative Agent shall have received all reasonable documentation and documented fees information required by regulatory authorities under applicable “know your customer” and outanti-of-pocket expenses under the Credit Agreement money laundering rules and this Amendment (including the outstanding fees and expenses of Agentregulations, including including, without limitation, legal fees the Patriot Act and expenses) have been paid by the Loan Parties Beneficial Ownership Regulation, to the extent such fees and expenses have been invoiced to Borrowers; and (h) documentation or information is requested by the Administrative Agent shall have received a fully executed copy on behalf of an amendment any Lender prior to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectEffective Date.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full or waiver of the following conditions precedent: (a) The Administrative Agent shall have received received: (i) counterparts hereof, of this Amendment duly executed and delivered by the Borrower and the other Loan Parties, the Administrative Agent and the Requisite Lenders; (ii) a certificate of a Responsible Officer of the Parent Guarantor or the Borrower certifying as to the conditions set forth in Section 6.2.(a), (b) and (d) of the Amended Credit Agreement on the date hereof and after giving effect to this Amendment and the transactions contemplated hereby; (iii) all other fees and other amounts due and payable on or prior to the parties hereto;date hereof, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including fees and reasonable and documented out-of-pocket expenses of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment; and (iv) a copy of a duly executed amendment to each of the Five-Year Term Loan Agreement and the Capital One Term Loan Agreement, consistent with the modifications contemplated hereby. (b) In the good faith and reasonable judgment of the Administrative Agent: (i) there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts concerning the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders prior to the date hereof that has had or could reasonably be expected to result in a Material Adverse Effect (which determination shall exclude any event or circumstance resulting from the COVID-19 pandemic to the extent that such event or circumstance has been disclosed in writing by the Borrower to Administrative Agent or publicly, or in the public domain); (ii) no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill its obligations under this Amendment and the Loan Documents to which it is a party; (iii) the Borrower and the other Loan Parties shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any material agreement, document or instrument to which any Loan Party is a fully executed copy party or by which any of them or their respective properties is bound; and (iv) the Borrower and each of other Loan Party shall have provided (i) all information requested by the SWIMS Purchase Agreement Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. The Administrative Agent shall notify in writing the Borrower and the SWIMS Subordinated Note, each Lenders of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition such notice shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred conclusive and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectbinding.

Conditions to Effectiveness. This Third Amendment shall become effective only upon on and as of the satisfaction in full earlier of the effective date of the Plan of Reorganization or the first date following June 30, 2009 (the “Third Amendment Effective Date”) that the following conditions precedentprecedent are satisfied: (a) Agent The Loan Parties shall have received counterparts hereofentered into control agreements in connection with each deposit account and securities account (as each such term is defined in the Uniform Commercial Code in the State of New York (the “UCC”)) with any bank or securities intermediary in the United States held by such Loan Party (other than those deposit accounts and securities accounts holding cash and investment property in an aggregate amount not exceeding $500,000, duly executed accounts used as a payroll or benefits account and delivered by all Account No. 899660 maintained at Bank of America, N.A.) giving control (as defined in Article 9 of the parties heretoUCC) of such accounts to the Successor Agent (“Control Agreements”); (b) Agent The Required Lenders shall have received a fully executed copy of each an Officer’s Certificate from the chief executive officer of the SWIMS Purchase Borrower certifying (i) the accuracy of the of the information provided in the schedules to the Loan Agreement (except as supplemented by the Schedules attached to this Third Amendment) and the SWIMS Subordinated Noteinformation provided in the Schedules to this Third Amendment, each (ii) all the consents, authorizations, licenses and approvals required in the consummation of which shall be the Plan of Reorganization and the execution, delivery and performance by the Borrower and the validity against the Borrower of this Third Amendment and the other Loan Documents have been obtained and remain in full force and effect substantially concurrently (or no such consents, authorizations, licenses and approvals are required) and (iii) attaching execution copies of each of the Control Agreements required to be entered into and certifying compliance with the effectiveness requirements of Section 5(a) of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Third Amendment; (c) no Default or Event The Plan of Default Reorganization shall have occurred been substantially consummated and be continuing on shall provide for this Third Amendment to become effective and this Third Amendment shall have been approved by the date hereofBankruptcy Court; (d) Borrowers Each of the Loan Parties and the Existing Agent and Successor Agent shall have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources executed and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agentdelivered this Third Amendment; (e) Parent shall have received (or shall, substantially concurrently with The Second Lien Indebtedness and the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which Intercreditor Agreement shall have been (oramended such that the Second Lien Indebtedness is subordinated in right of payment to the Loans, in substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionform attached hereto as Exhibit A; (f) Existing Agent and Successor Agent shall have confirmed in writing that each of the representations and warranties made by the Loan Parties in this Amendment and/or in any tasks listed on Schedule I attached hereto (other Loan Document shall be true and correct in all material respects on and as of the date hereof except than clause (ie) to the extent thereto) have been completed; provided that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier Successor Agent’s confirmation shall not be applicable a representation by Successor Agent as to any representations and warranties that are already qualified the accuracy or modified by materiality in completeness of the text thereofitems provided; (g) The Successor Agent shall have received (i) all promissory notes evidencing Indebtedness, in an amount greater than $100,000 per promissory note, owing by any Subsidiary of the Borrower to Parent, the Borrower or any Subsidiary Guarantor, together with appropriate indorsements with respect thereto, to the extent such promissory notes and indorsements were not delivered to the Administrative Agent on the Closing Date and (ii) all stock certificates representing Capital Stock of its Subsidiaries (to the extent such Capital Stock is certificated) required to be pledged pursuant to the Guarantee and Collateral Agreement; (h) The Guarantors shall have delivered to the Agent an executed original of Guarantors’ Consent and Agreement attached as Annex A to this Third Amendment; and (i) The Existing Agent shall have received from the Borrower payment, free and clear of any recoupment or set-off, in immediately available funds of all reasonable costs, expenses, accrued and documented unpaid fees and out-of-pocket expenses under other amounts payable to it as the Credit Agreement and this Amendment Existing Agent pursuant to the Loan Documents (including the outstanding reasonable fees and expenses of Agentcounsel), including without limitationset forth on Schedule II hereto, legal fees and expenses) have been paid by the Loan Parties to the extent such which shall include an estimate of fees and expenses through the Third Amendment Effective Date, in each case to the account specified on Schedule II hereto; (j) The Successor Agent shall have been invoiced to Borrowersconfirmed in writing that it has received the items set forth on Schedule III hereto; and (hk) The Successor Agent shall have received a fully executed copy from the Borrower payment, free and clear of an amendment any recoupment or set-off, in immediately available funds all fees and expenses set forth in that Fee Schedule dated December 5, 2008 (including reasonable, documented fees and expenses of counsel). (l) Prior to the ABL Credit Agreement, dated the date hereof, among the BorrowersThird Amendment Effective Date, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”Borrower shall deliver Schedule 6.2(b)(xiii), which shall be in form and substance reasonably satisfactory added to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectTerm Loan Agreement as new Schedule 6.2(b)(xiii) thereto.

Conditions to Effectiveness. This Amendment shall become effective only upon the date (the “Effective Date”) upon satisfaction in full of the following conditions precedent: (a) Agent each Loan Party shall have received counterparts hereof, duly executed and delivered by all the parties heretothis Amendment; (b) each existing Loan Party, other than the Borrower, shall have executed and delivered an Acknowledgment and Consent, in the form set forth at the end of this Amendment (such Acknowledgements and Consents, together with this Amendment, the “Amendment Documents”); (c) the Administrative Agent shall have received a fully executed copy of each of written consents to the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness execution of this Amendment, and Amendment from Lenders constituting the SWIMS Required Lenders; (d) the Orange Glo Acquisition shall be consummated in accordance with its terms and with applicable law and no provision of the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default acquisition agreement and related documentation shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative been waived, amended, supplemented or otherwise modified in any respect materially adverse to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for Borrower or the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to AgentLenders; (e) Parent shall have received (or shall, substantially concurrently all government and third party approvals necessary in connection with the effectiveness hereof receive) Acquisition, the proceeds financing thereof and the continuing operations of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which Borrower shall have been (or, substantially concurrently with obtained on terms reasonably satisfactory to the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS AcquisitionAdministrative Agent; (f) each of the representations Lenders, the Administrative Agent and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document Arrangers shall have received all fees required to be true paid, and correct in all material respects expenses for which invoices have been presented, on and as of or before the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof;Effective Date; and (g) the 2006 Additional Tranche A Term Loans shall have been borrowed and all reasonable and documented fees and out-of-pocket expenses under requirements relating thereto in Section 2.23 of the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied fulfilled. The Administrative Agent shall notify the Borrower and the ABL Amendment Lenders of the Effective Date, and such notice shall be in full force conclusive and effectbinding.

Conditions to Effectiveness. (a) This Amendment (other than those amendments specified in Section 3.1(b) below) shall become effective only upon on the satisfaction in full of date (the "Fifth Amendment Effective Date") on which the following conditions precedent:are satisfied (or waived): (ai) the Administrative Agent shall have received counterparts hereofthis Amendment, duly executed and delivered by all a duly authorized officer of each of the US Borrower, English Bidco, the English Borrower, the Euro Borrower, the Subsidiaries parties hereto, the Required Lenders and any other requisite Lenders under the Credit Agreement; (ii) the Administrative Agent and the Lenders shall have received all fees required to be paid and expenses required to be paid as of the Fifth Amendment Effective Date, including unpaid invoiced legal fees of counsel to the Administrative Agent and the Lenders; (b) The amendments herein with respect to the US Tranche C Term Loans and the 2002 Term Facility and the amendments in Sections 2.6 through 2.8 herein shall become effective on the date on which the following conditions are satisfied (assuming that the conditions set forth in Section 3.1(b) of the Third Amendment have become effective): (i) each of the conditions set forth in the term sheet for the US Tranche C Term Loans previously delivered to the Administrative Agent shall have received been met in all material respects, the Tranche C Term Loan Lenders shall have executed a fully executed copy of each of counterpart to this Amendment, delivered any necessary administrative questionnaires to the SWIMS Purchase Administrative Agent and become parties to the Credit Agreement and the SWIMS Subordinated Note, each US Borrower shall have received gross cash proceeds of which at least $95,000,000 therefrom and shall be in full force and effect substantially concurrently with have applied the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated Net Cash Proceeds thereof in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds terms of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersAgreement; and (hii) Agent the 2002 Term Facility shall have closed and the US Borrower shall have received a fully executed copy gross cash proceeds of an amendment to at least $94,000,000 therefrom and at least $1,000,000 from the ABL 2002 Capital Contribution and shall have applied the Net Cash Proceeds thereof in accordance with the terms of the Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective only upon is subject to the satisfaction in full prior or concurrent consummation of each of the following conditions precedentconditions: (a) Administrative Agent shall have received counterparts hereofa copy of this Amendment executed by Borrower, duly executed each Guarantor, Administrative Agent, the Requisite Lenders and delivered by all the parties heretoeach Term A Loan Lender making a Second Term A Loan to Borrower; (b) Administrative Agent shall have received, on behalf of GE Capital Financial Inc., as a Lender, an Amended and Restated Term A Loan Note executed by Borrower in favor GE Capital Financial Inc. substantially in the form of Exhibit 2.13(b)(i) to the Credit Agreement (the “Amended and Restated Term A Loan Note”); (c) Administrative Agent shall have received a fully executed copy of each a Solvency Certificate executed by the Chief Financial Officer or Treasurer of Borrower, stating that the Loan Parties, on a consolidated basis, will be Solvent upon the consummation of the SWIMS Purchase Agreement transactions contemplated herein; (d) Administrative Agent shall have received a copy of resolutions of the Governing Body of Borrower authorizing the execution, delivery and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness performance of this Amendment, the Distribution, the Termination Payment and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAmended and Restated Term A Loan Note; (ce) Administrative Agent shall have received a copy of resolutions of the Governing Body of Holdings authorizing the execution, delivery and performance of this Amendment and the Redemption; (f) Administrative Agent shall have received the favorable written opinions of counsel to the Loan Parties in favor of Administrative Agent and the Lenders; (g) Borrower shall have paid all fees, costs and expenses invoiced, due and payable as of the date hereof under the Credit Agreement and the other Loan Documents; and (h) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receiveimmediately after giving effect to) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid transactions contemplated by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment No. 7 shall become effective only on the date upon which the satisfaction in full New Holders notify the Company that they are satisfied that each of the following conditions precedenthave been met: (ai) Agent The New Holders shall have received counterparts hereofan executed counterpart of this Amendment No. 7 bearing the signature of the Company; (ii) The Company shall have delivered to the New Holders such other documents, duly executed agreements, instruments and delivered by all information as the parties New Holders may reasonably request; (iii) The Company shall have included, in the principal amount of the January 2008 Notes, an amendment fee equal to 2% of the purchase price of the January 2008 Notes, set forth as the “Purchase Price of January 2008 Notes” in Schedule I attached hereto; (biv) Agent VTL Wavenet Limited has acceded to that certain Security Trust and Intercreditor Deed made on 23 June 2005 between Company, the Law Debenture Trust Corporation p.l.c., the noteholders listed on Schedule 2 thereto and the guarantors listed on Schedule 3 thereto (the “2005 STID”), and entered into a pledge and security agreement satisfactory to the noteholders listed on Schedule 2 to the 2005 STID; (v) The New Holders shall have received a fully executed copy reimbursement or other payment of each all reasonable costs, fees and expenses of the SWIMS Purchase Agreement Lenders (including, without limitation, the fees and the SWIMS Subordinated Notedisbursements of Wachtell, each of which shall be Lipton, Rxxxx & Kxxx), incurred in full force and effect substantially concurrently connection with the effectiveness of this AmendmentAmendment No. 7, and the SWIMS Acquisition shall all other documents to be consummated delivered in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentconnection herewith; (cvi) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the The representations and warranties made by set forth herein and in Article III of the Loan Parties in this Amendment and/or Existing Agreement and in any other Loan Document Transaction Documents then in existence shall be true and correct in all material respects on respects, and as no Default or Event of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses Default under the Credit Agreement existing New Notes shall have occurred and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowersbe continuing; and (hvii) Agent The Company, the Law Debenture Trust Corporation p.l.c. and the holders of the 2005 Notes shall have received a fully executed copy of an amendment and delivered to the ABL Credit AgreementNew Holders an executed counterpart of Amendment No. 4 to the Subordination Agreement dated as of March 14, dated 2006, between the date hereof, among holders of the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”)2005 Notes, which amendment shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectNew Holders.

Conditions to Effectiveness. This Amendment The effectiveness of the amendments pursuant to Section 3 above, and the obligation of the 2023 Term Lenders to make the 2023 Term Loans pursuant to Section 2 above, shall become effective only upon be subject solely to the satisfaction in full (or waiver by the 2023 Term Lenders) of the following conditions precedent:(the date of such satisfaction (or waiver), the “Third Amendment Effective Date”): (a) the Administrative Agent shall have received counterparts hereoffrom (i) each Loan Party party hereto, duly (ii) each 2023 Term Lender, an executed counterpart of this Amendment (by electronic transmission or otherwise) and delivered (iii) each other Lender that elects to become a party hereto (by all the parties heretoelectronic transmission or otherwise); (b) the Administrative Agent shall have received a fully executed copy of each Borrowing Request in respect of the SWIMS Purchase Agreement and 2023 Term Loans not later than, (i) if the SWIMS Subordinated Note2023 Term Loans will initially be a Term SOFR Borrowing, 1:00 p.m., New York City time, one Business Day before the Third Amendment Effective Date or (ii) if the 2023 Term Loans will initially be an ABR Borrowing, 11:00 a.m., New York City time, on the Third Amendment Effective Date, in each of which shall case as such time may be in full force and effect substantially concurrently with modified by the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this AmendmentAdministrative Agent; (c) substantially concurrently with the making of the 2023 Term Loans, certain of the Existing Term Loans (together with any accrued but unpaid interest thereon and all fees or premiums, if any, with respect thereto) shall be repaid or paid, as applicable, in part with the proceeds of the 2023 Term Loans; (d) the Administrative Agent shall have received customary written opinions of each of (i) Xxxxx Xxxx & Xxxxxxxx LLP, special New York counsel for the Loan Parties, (ii) Ashurst LLP, German counsel for the Loan Parties (but limited to issues of capacity of German Loan Parties), (iii) Buren N.V., Dutch counsel for the Loan Parties, (iv) Xxxxx, Xxxxxxx y Xxxxxxx, S.C., Mexican counsel for the Loan Parties (but limited to issues of capacity of the Mexican Loan Parties), (v) Torys LLP, Canadian counsel for the Loan Parties, (vi) Xxxxxx, Xxxxxxx, Arsht & Xxxxxxx LLP, Delaware counsel for the Loan Parties and (vii) Xxxxxxx & Xxxxx LLP, Wisconsin counsel for the Loan Parties; (e) the Administrative Agent shall have received a certificate of the Aggregator Borrower, dated the Third Amendment Effective Date, certifying, to the extent reasonably required by the Administrative Agent (i) that either (x) attached thereto is a copy of each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) there has been no Default change to such Organizational Document since last delivered to the Administrative Agent, (ii) to the extent not previously delivered to the Administrative Agent and required in respect of a Responsible Officer executing this Amendment, as to the signature and incumbency of the Responsible Officers of each Loan Party, (iii) that attached thereto are resolutions of the Board of Directors or, to the extent applicable, of the shareholders of each Loan Party approving, or general powers-of-attorney permitting, and authorizing the execution, delivery and performance of this Amendment, solely to the extent execution and delivery of this Amendment is not authorized by prior resolutions of the applicable Loan Party and (iv) that attached thereto are good standing certificates (to the extent such concept exists) (or the equivalent for any non-U.S. jurisdiction (to the extent such concept exists)) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation; (f) the Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date and signed by a Responsible Officer of the Aggregator Xxxxxxxx, to the effect that on and as of the Third Amendment Effective Date, after giving effect to this Amendment, no Event of Default shall have occurred and be continuing on the date hereofcontinuing; (dg) Borrowers the Administrative Agent shall have provided Agent with a due diligence package relative received, at least three Business Days prior to the SWIMS AcquisitionThird Amendment Effective Date, all documentation and other information about any Loan Party required by United States or Canadian regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including an acquisition overviewwithout limitation Title III of the USA Patriot Act and the Canadian AML Act and, investment highlightsif any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent Administrative Agent shall have received either (x) a Beneficial Ownership Certification in relation to each Borrower or shall, substantially concurrently with (y) confirmation from the effectiveness hereof receive) Aggregator Borrower that the proceeds of most recent Beneficial Ownership Certificate delivered to the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be Administrative Agent remains true and correct in all material respects respects; and (h) prior to or substantially concurrently with the Third Amendment Effective Date, the Administrative Agent shall have received all fees and expenses due and payable on and as of the date hereof except (i) or prior to the extent that any such representation Third Amendment Effective Date (or warranty relates made arrangements therefor satisfactory to a specific datethe Administrative Agent), in which case such representation and warranty shall be true and correct in all material respects as including reimbursement or payment of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under of the Administrative Agent, to the extent invoiced at least two Business Days prior to the Third Amendment Effective Date and required to be paid pursuant to Section 9.03 of the Credit Agreement. By its execution and delivery of this Amendment, the Administrative Agent, each 2023 Term Lender and each other Lender party hereto agree that each of the Conditions to Effectiveness and all requirements of Sections 2.20 and 2.21 of the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied or waived. The Administrative Agent shall, at the Aggregator Xxxxxxxx’s request, confirm the occurrence of the Third Amendment Effective Date, and notwithstanding the foregoing, such confirmation and the ABL effectiveness of this Amendment shall be in full force conclusive and effectbinding on each other party hereto.

Conditions to Effectiveness. This Amendment shall become effective only upon Upon the satisfaction in full or waiver of each of the following conditions precedent:conditions, this Agreement shall be deemed to be effective (the date of such satisfaction, the “Effective Date”): (a) the Administrative Agent shall have received counterparts hereof, duly of this Agreement executed by the Administrative Agent and delivered by all the parties heretoBorrower; (b) the Administrative Agent shall have received a fully an executed copy of each signature page or written authorization directing the Administrative Agent to execute this Agreement on its behalf (each, an “Authorization”) from Lenders (that constitute Required Lenders) and all of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendmentinitial Tranche B-3 Term Lenders; (c) no Default or Event of Default the Administrative Agent shall have occurred received counterparts of the Acknowledgment and be continuing on the date hereofReaffirmation attached hereto executed by each Subsidiary Guarantor; (d) Borrowers the Borrower shall have provided Agent with a due diligence package relative paid (i) to the SWIMS AcquisitionAdministrative Agent and the Lead Arranger all fees and reasonable and documented out of pocket costs and expenses incurred by them or their respective Affiliates in connection with this Agreement and (ii) the reasonable and documented fees, including an acquisition overview, investment highlights, sources disbursements and uses other charges of one counsel for the SWIMS acquisition, Administrative Agent and SWIMS’ historical and forecasted profit and loss statementsits Affiliates, in form and substance reasonably satisfactory each case, to Agentthe extent invoiced at least one (1) Business Day prior to the Effective Date; (e) Parent the Borrower shall have received (deliver or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used cause to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to delivered a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be certificate in form and substance reasonably satisfactory to the Administrative Agent and executed by a Responsible Officer of the Borrower certifying that: (i) either (A) the Organization Documents of each Loan Party have not been amended, restated, supplemented or otherwise modified since the Closing Date (or the most recent date of delivery to the Administrative Agent) or (B) attached thereto are true, correct and complete copies of any amendments, supplements or modifications of any Organization Documents entered into since the Closing Date (or the most recent date of delivery to the Administrative Agent); (ii) attached thereto are such resolutions or other action duly adopted by the board of directors (or other governing body) of each Loan Party authorizing and approving the transactions contemplated hereunder and, in the case of the Borrower, the conditions to effectiveness execution, delivery and performance of this Agreement and, in the case of each other Loan Party, the execution, delivery and performance of the ABL Amendment Acknowledgment and Reaffirmation attached hereto; and (iii) attached thereto are such certificates of good standing or the equivalent from each Loan Party’s jurisdiction of organization or formation, as applicable; and (f) the Administrative Agent shall have been satisfied received favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender (and, subject to customary conditions, expressly permitting reliance by the ABL Amendment assigns of the Administrative Agent and each Lender), dated as of the Effective Date. Without limiting the generality of the provisions of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 4, each Lender that has executed an Authorization shall be in full force and effectdeemed 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 notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment Agreement shall become effective only upon the satisfaction in full full, in a manner satisfactory to Lender, of the following conditions precedent:precedent (the first date upon which all such conditions have been satisfied being herein called the "Effective Date"): (a) Agent Lender shall have received counterparts hereofthe following documents or items, duly each in form and substance satisfactory to Lender and its legal counsel (unless such conditions are waived by Lender in its sole discretion): (i) an Information Certificate Supplement; (ii) a Pledged Interest Addendum together with the certificates representing the Pledged Interests for each New Borrower (if any) and such other items required pursuant to Section 5.26(d) of Exhibit D to the Credit Agreement; (iii) a Joinder to the Intercompany Subordination Agreement executed by each New Borrower; (iv) an amended copy of each New Borrower's limited liability company agreement in form and delivered by substance satisfactory to Lender; (v) all other documents Lender may reasonably request with respect to any matter relevant to this Agreement or the parties hereto;transactions contemplated hereby, including, without limitation, the documents set forth in the Closing Checklist attached hereto as Exhibit A; and (vi) Borrowers shall have paid Lender, or made arrangements satisfactory to Lender to pay, all Lender Expenses incurred prior to or in connection with the preparation of this Agreement. (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated NoteAfter giving effect to this Agreement, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by each Loan Party contained herein and in the Loan Parties in this Amendment and/or in any Credit Agreement, as amended hereby, and the other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific dateDocuments, in which case such representation and warranty shall be true and correct in all material respects as of the date hereof, as if those representations and warranties were made for the first time on such earlier date date. (c) After giving effect to this Agreement, each Loan Party is in compliance with all applicable covenants and agreements contained in the Credit Agreement and the other Loan Documents. (d) No Default or Event of Default shall exist under any of the Loan Documents (as amended hereby), and no Default or Event of Default will result under any of the Loan Documents from the execution, delivery or performance of this Agreement. (e) All corporate and other proceedings, and all documents instruments and other legal matters in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Lender and its counsel. (f) Lender shall have received final credit approval for the Credit Facility and the transactions described in this Agreement. (g) Solely with respect to joining each New Borrower as a party to the Credit Agreement and the other Loan Documents pursuant to Section 2.03 above, Lender shall have completed (i) Patriot Act searches and customary individual background checks for each New Borrower; and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowersother "know your customer" searches, the Guarantors, results of the Parent searches and Xxxxx Fargo Bank, National Association as the sole lenders party thereto background checks in clauses (the “ABL Amendment”), which i) and (ii) above shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectLender.

Conditions to Effectiveness. This Amendment shall become effective on May 20, 2015 (the “Amendment Effective Date”) when, and only upon the satisfaction in full of when, the following conditions precedenthave been satisfied: (ai) this Amendment shall have been executed and delivered by the Borrower, Holdings, the other Loan Parties, each Additional Lender party hereto and the Administrative Agent; (ii) the Administrative Agent shall have received counterparts hereofcopies of the resolutions of the board of directors (or authorized committee thereof) of (x) Holdings, duly executed (y) the Borrower and delivered (z) each Subsidiary Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment Effective Date by all the parties heretocorporate secretary or an assistant secretary thereof as being in full force and effect without modification or amendment; (biii) the Administrative Agent shall have received a fully executed copy of each of legal opinion dated the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, Amendment Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (eiv) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by set forth in Article III of the Loan Parties Credit Agreement and in this Amendment and/or in any each other Loan Document shall be true and correct in all material respects on and as of the date hereof (except (i) to the extent that any such representation or warranty relates to is qualified by “materially,” “Material Adverse Effect” or a specific datesimilar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the effectiveness of this Amendment) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) provided that such materiality qualifier shall not the solvency representation will be applicable deemed to any representations and warranties that are already qualified or modified by materiality in have been made on the text thereofAmendment Effective Date after giving effect to the effectiveness of this Amendment); (gv) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees not previously delivered, each Additional Lender and expenses the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been invoiced requested in writing at least 5 business days prior to Borrowers; andthe date hereof; (hvi) immediately prior to and after giving effect to the effectiveness of this Amendment, no Default has occurred or is continuing or shall result from the effectiveness of this Amendment; (vii) the Administrative Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreementcertificate, dated the date hereofAmendment Effective Date and signed by an authorized officer of the Borrower, among certifying compliance with clauses (iv), (vi) and (viii) of this Section 2 of this Amendment and Section 2.20 of the BorrowersCredit Agreement; (viii) immediately prior to and on a Pro Forma Basis after giving effect to the effectiveness of this Amendment, (A) the Borrower is in compliance with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter for which financial statements of the Borrower are available and (B) the Secured Leverage Ratio of the Borrower is less than or equal to 3.50 to 1.00 as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement; and (ix) to the extent not previously delivered, (i) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if applicable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the Guarantorsinsurance policies required by Section 5.07 of the Credit Agreement including, without limitation, flood insurance policies (to the Parent extent required in order to comply with applicable law) and Xxxxx Fargo Bankthe applicable provisions of the Security Documents, National Association as the sole lenders party thereto (the “ABL Amendment”), each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured, in form and substance reasonably satisfactory to the Administrative Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effect.

Conditions to Effectiveness. This Amendment shall become effective only upon on the satisfaction in full date (the “Amendment Effective Date”) when (i) the Borrower and the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the following conditions precedentsame to the Administrative Agent; and (ii) the Administrative Agent shall have received the following: (a) Agent shall have received counterparts hereoffrom the Borrower, duly executed in immediately available funds, the unpaid fees and delivered by all the parties heretoexpenses of White & Case LLP incurred in connection with this Amendment; (b) Agent shall have received a fully executed copy of each budget of the SWIMS Purchase Agreement Borrower’s projected cash receipts and disbursements for the SWIMS Subordinated Note, each period of which shall be in full force and effect substantially concurrently thirteen continuous weeks commencing with the effectiveness of this Amendment, and week immediately following the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”)Effective Date, which shall be in form and substance reasonably substance, and in line item detail, satisfactory to the Administrative Agent; (c) updated Credit Agreement Schedules 3.03, 3.05, 3.06, 3.17, 6.01, 6.02, 6.07 and 6.08, and updated Pledge and Security Agreement Exhibits A, B, C, and E, which shall all be certified by a Financial Officer of the Borrower as accurate and complete; (d) a fully executed copy (by Guggenheim Corporate Funding, LLC, and the Borrower) of the Agency Resignation and Appointment Agreement, in form and substance satisfactory to the parties thereto (and each Lender hereby consents to the execution and delivery of such agreement by the parties thereto, and to the terms thereof, including the transfer to BlueBay High Yield Investments (Luxembourg) S.A.R.L. of the administrative agency thereunder, and the obligation of the Borrower to execute and/or deliver all documents, agreements and instruments, and to take all further action, required by BlueBay High Yield Investments (Luxembourg) S.A.R.L to fully implement such transfer); (e) copies, certified by the secretary or assistant secretary of the Borrower, of (i) its certificate of incorporation and by-laws, or similar organizational documents, and (ii) the resolutions of its board of directors or similar governing body, approving this Amendment and, as the case may be, the conditions documents, agreements and instruments executed or delivered in connection herewith to effectiveness which it is a party, and the transactions contemplated hereby and thereby; (f) a certificate of the ABL Amendment shall have been satisfied Borrower’s secretary or assistant secretary certifying the names and the ABL signatures of its officers who are authorized to execute this Amendment shall be and, as the case may be, the other documents, agreements and instruments executed or delivered in full force connection herewith to which it is a party; (g) a good standing certificate (including, as applicable, as to the payment of franchise taxes), for the Borrower, from the secretary of state of the state of its organization, and effectof each other state where it conducts business as a foreign limited liability company; (h) an opinion of counsel to the Borrower addressed to each of the Administrative Agent and Lenders, dated as of the Amendment Effective Date, in form and substance satisfactory to the Administrative Agent; (i) an Assignment and Assumption Agreement, effective as of the Amendment Effective Date, in form and substance satisfactory to the parties thereto; (j) an agreement pursuant to which the Borrower grants Infogrames Entertainment, S.A. a right of first refusal with respect to the video game title “Test Drive Unlimited” in accordance with the terms set forth in Exhibit A hereto; and (k) such other documents, instruments, and agreements reasonably requested by the Administrative Agent.

Conditions to Effectiveness. This Amendment shall become effective (the “Nineteenth Amendment Effective Date”) only upon the satisfaction in full of the following conditions precedent: (a) Collateral Agent shall have received counterparts hereofof this Amendment that bear the signatures of each Credit Party, duly executed each Agent and delivered by all the parties hereto;Requisite Lenders. (b) Agent shall have received a fully executed copy of each Except as set forth in the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment, the Twelfth Amendment, the Thirteenth Amendment, the Fourteenth Amendment, the Fifteenth Amendment, the Sixteenth Amendment, the Seventeenth Amendment and the Eighteenth Amendment, the representations and warranties contained herein, in Section IV of the SWIMS Purchase Credit Agreement and in each other Credit Document are true and correct in all material respects on and as of the SWIMS Subordinated NoteNineteenth Amendment Effective Date as though made on and as of such date, each of except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in full force all material respects on and effect substantially concurrently with the effectiveness as of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment;such earlier date). (c) no Borrower shall have paid to Administrative Agent all amounts due and owing to any Agent or any Lender in connection with this Amendment and the Credit Documents. (d) No Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent Nineteenth Amendment Effective Date or would result from this Amendment becoming effective in accordance with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent;its terms. (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used All legal matters incident to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied Agents and the ABL Amendment shall be in full force and effecttheir respective counsel.

Conditions to Effectiveness. This Amendment shall become effective only upon the satisfaction in full of all of the following conditions precedent:precedent (the date of satisfaction of all such conditions being referred to as the "Amendment Effective Date"). (a) Agent On or before the Amendment Effective Date, each member of the Borrower Group shall have received counterparts hereofdeliver to the Administrative Agent, by facsimile, copies of (with sufficient originally executed copies for each Lender to be delivered by overnight courier service) the following described documents (each of which shall be reasonably satisfactory in form and substance to the Administrative Agent, acting on behalf of the Lenders, and its counsel): (i) this Amendment, duly executed and delivered by all the parties heretoand (ii) such other documents, instruments, approvals or opinions as the Administrative Agent may reasonably request; (b) Agent On or before the Amendment Effective Date, QUALCOMM shall have received a fully deliver to the Administrative Agent, by facsimile, copies of (with sufficient originally executed copy of copies for each of Lender to be delivered by overnight courier service) the SWIMS Purchase Agreement and the SWIMS Subordinated Note, following described documents (each of which shall be reasonably satisfactory in full force form and effect substantially concurrently with substance to the effectiveness Administrative Agent, acting on behalf of this Amendmentthe Lenders, and its counsel): (i) a confirmation of the SWIMS Acquisition shall be consummated QUALCOMM Guaranty, duly executed and delivered by QUALCOMM, as guarantor under the QUALCOMM Guaranty, in accordance with favor of Administrative Agent for the SWIMS Purchase Agreement substantially concurrently with benefit of itself and the effectiveness of this Amendmentother Syndicated Lender and (ii) such other documents instruments, approvals or opinions as the Administrative Agent may reasonably request; (c) no Default Administrative Agent (for its own account or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisitionaccount of the other Syndicated Lenders, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agent; (eas the case may be) Parent shall have received (all fees and other amounts due and payable on or shallprior to the Amendment Effective Date, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000including, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation invoiced, reimbursement or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in payment of all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses required to be reimbursed or paid by Borrower under or in connection with this Amendment; (d) On or before the Credit Agreement Amendment Effective Date, all corporate, partnership and other proceedings taken by each member of the Borrower Group or to be taken in connection with the transactions contemplated by this Amendment, and all documents incidental to such transactions, shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel, and the Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents, opinions, certificates, and evidence as they may reasonably request; (e) The representations and warranties set forth in Section 3 of this Amendment (including shall be true and correct as of the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to BorrowersAmendment Effective Date; and (hf) Agent shall have received a fully executed copy All approvals, authorizations, filings or Permits necessary for the execution, delivery and performance of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL this Amendment shall have been satisfied made, taken or obtained from or with any Governmental Authority, and no order, statutory rule, regulation, executive order, decree, judgment or injunction shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority which prohibits or restricts the ABL Amendment transactions contemplated by this Amendment, nor shall be in full force and effectany action have been commenced or threatened seeking any injunction or any restraining or other order to prohibit, restrain, invalidate or set aside the transactions contemplated by this Amendment.

Conditions to Effectiveness. (a) This Amendment Agreement shall become effective only upon on the satisfaction in full date on which each of the following conditions precedent: (a) shall have occurred and the Administrative Agent shall have received counterparts hereofevidence reasonably satisfactory to it of such occurrence (the Effective Date ): (i) this Agreement shall have been executed by the Borrower, duly executed the Guarantors and delivered by all the parties heretoAmended and Restated Lenders; (bii) the Administrative Agent shall have received a fully executed copy such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each of the SWIMS Purchase Agreement Borrower and the SWIMS Subordinated NoteGuarantors, the authorization of the transactions under the Loan Documents and any other legal matters relating to each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, Borrower and the SWIMS Acquisition shall be consummated in accordance with Guarantors, the SWIMS Purchase Agreement substantially concurrently with Loan Documents or the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on transactions contemplated under the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS AcquisitionLoan Documents, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, all in form and substance reasonably satisfactory to Agentthe Administrative Agent and its counsel; (e) Parent shall have received (or shall, substantially concurrently with the effectiveness hereof receiveiii) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisition; (f) each of the representations and warranties made by the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except (i) to the extent that any such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof; (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Administrative Agent shall have received a fully executed copy the favorable written opinion of an amendment (A) Shearman & Sterling, LLP, counsel to the ABL Credit AgreementLoan Parties and (B) in-house counsel to the Borrower, in each case, dated the date hereof, among the Borrowers, the Guarantors, the Parent Effective Date and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the Agent, Administrative Agent and its counsel; (iv) the conditions to effectiveness of the ABL Amendment payments and repayments specified in Section 4.01(b) below shall have been satisfied made; (v) the Bankruptcy Court shall have entered, before May 5, 2008, one or more orders reasonably satisfactory in form and substance to the Administrative Agent authorizing (A) the amendment and restatement of the Existing Credit Agreement in its entirety as set forth herein, (B) the payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Fourth Amendment Fee Letter dated as of April 25, 2008 and (C) the GM-Delphi Agreement; (vi) the Administrative Agent shall have received an amendment fee for the account of each Amended and Restated Lender that has executed and delivered a signature page hereto to the Administrative Agent no later than 312:00 p.m. (New York City time) on May 7, 2008 (or such later deadline as may be indicated by the Administrative Agent for receipt of signature) in an amount equal to (A) 150 basis points of the Commitments of each such Amended and Restated Lender who are Tranche A Lenders or Tranche B Lenders and (B) 200 basis points of the Initial Tranche C Commitments of each such Amended and Restated Lender who are Tranche C Lenders holding Initial Tranche C Commitments, as set forth on Annex A hereto; (vii) the Administrative Agent shall have received payment in cash in full of any fees owing to the Administrative Agent or any other person pursuant to, or referenced in, that certain Fourth Amendment Fee Letter dated as of April 25, 2008; and (viii) the GM-Delphi Agreement (A) shall be in form and substance satisfactory to the Amended and Restated Lenders and (B) shall have become effective pursuant to the terms thereof; it being understood that the form of the GM-Delphi Agreement filed with the Bankruptcy Court on April 24, 2008 shall be deemed to be in form and substance satisfactory to the Amended and Restated Lenders. (b) On the Effective Date: (i) the Original Tranche A Commitments of the Original Tranche A Lenders shall be terminated; (ii) the Borrower shall (A) prepay, in full, the Loans outstanding under the Existing Credit Agreement immediately prior to or substantially concurring with the effectiveness of this Agreement as set forth herein and it is hereby acknowledged by the parties to this Agreement that this Section 4.01(b) constitutes notice of such prepayment under Section 2.14 of the Existing Credit Agreement (and each of the parties hereto that are Original Lenders hereby waive any requirement pursuant to Section 2.14 of the Existing Credit Agreement to deliver such notice in advance of such payment), (B) subject to the conditions set forth herein, immediately thereafter borrow new Loans under this Agreement in an amount equal to such prepayment; provided that, with respect to clauses (A) and (B), (1) the prepayment to, and borrowing from, any Original Lender that is party to this Agreement may, in the Administrative Agent s discretion, be effected by book entry to the extent that any portion of the amount prepaid to such Original Lender will be subsequently borrowed from such Original Lender, and (2) if directed by the Administrative Agent in its sole discretion, the Original Lenders of each Class which are party to this Agreement and the ABL Amendment Additional Lenders of such Class shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of such Class are held ratably by such Lenders in accordance with such Lenders respective Commitments of such Class (after giving effect to this Agreement) and (iii) pay to the Original Lenders the amounts, if any, payable under Section 2.17 of the Existing Credit Agreement as a result of any such prepayment; (iii) if any Letters of Credit are outstanding on the Effective Date, the undivided interests and participations therein of the Original Lenders that were Tranche A Lenders before giving effect to the amendment and restatement of the Existing Credit Agreement set forth herein and that are not party to this Agreement, shall terminate and each of the Amended and Restated Lenders that are Tranche A Lenders shall be deemed to have purchased from the Issuing Lender pursuant to Section 2.03(d) of the Existing Credit Agreement an undivided interest and participation in such Letters of Credit to the extent of such Lender s Tranche A Commitment Percentage; (iv) the Borrower shall pay any accrued but unpaid interest and Fees owing to the Original Lenders as of the Effective Date; (v) each of the Amended and Restated Lenders shall be hereby deemed to have consented to the GM-Delphi Agreement; (vi) the Existing Credit Agreement shall be amended and restated in its entirety in accordance with as set forth herein; (vii) the Security and Pledge Agreement shall be amended as follows: (A) the Credit Agreement referenced therein shall mean this Agreement, as amended, restated, modified or supplemented from time to time, (B) Section 15(g)(ii) thereof shall be amended by replacing the reference to Commitment Fees with Tranche A Commitment Fees and (C) the schedules to the Security and Pledge Agreement shall be amended as set forth in the attachments hereto; and (viii) the Original Lenders that are not party to this Agreement shall no longer be Lenders hereunder. (c) Each Loan Party hereby affirms that the terms of the Loan Documents (i) secure, and shall continue to secure, and (ii) guarantee, and shall continue to guarantee, in each case, the Obligations and acknowledges and agrees that the Security and Pledge Agreement is, and shall continue to be, in full force and effecteffect and is hereby ratified in all respects, and all references therein to the Credit Agreement and to the Obligations thereunder shall be deemed to be references to this Agreement and to the Obligations hereunder.

Conditions to Effectiveness. This Fourth Amendment shall become effective only upon on the satisfaction in full of first Business Day on which the following conditions precedent:are satisfied (the “Effective Date”): (a) Agent the Lender’s receipt of the properly executed Fourth Amendment, which shall have received counterparts hereof, duly executed and delivered be an original or facsimile or electronic copy (followed promptly by all the parties heretoan original) unless otherwise specified; (b) Agent shall have received a fully executed copy an opinion of each of the SWIMS Purchase Agreement and the SWIMS Subordinated NoteXxxxx Xxxx LLP, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall have occurred and be continuing on the date hereof; (d) Borrowers have provided Agent with a due diligence package relative to the SWIMS Acquisition, including an acquisition overview, investment highlights, sources and uses as counsel for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statementsU.S. Borrower, in form and substance reasonably satisfactory to Agentthe Lender; (c) subject to Section 4 below, a certificate executed by a Responsible Officer of each of AstroNova, Inc., as U.S. Borrower and Domestic Guarantor, ANI APS, as Danish Borrower, and Trojan Label APS, as Foreign Guarantor, dated as of the date of this Fourth Amendment (A) certifying the Organizational Documents of each Loan Party (as of a recent date or as of the Closing Date with no change thereafter), and (B) certifying and attaching resolutions adopted by each of such Loan Parties approving and authorizing the execution, delivery and performance of the Fourth Amendment; (d) all reasonable out-of-pocket costs and expenses (including the reasonable fees, charges of a single counsel to the Lender) incurred in connection with the transactions contemplated hereby shall have been paid in full; (e) Parent after giving effect to this Fourth Amendment, no Default or Event of Default shall have received (or shall, substantially concurrently with the effectiveness hereof receive) the proceeds of the issuance of the SWIMS Subordinated Note in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionexist; (f) each of the representations Lender shall have received, in form and warranties made by substance satisfactory to the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as of the date hereof except Lender (i) as to the extent U.S. Borrower (A) searches of UCC filings in the jurisdiction of incorporation of the U.S. Borrower and each jurisdiction where a filing would need to be made in order to perfect the Lender’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that any such representation or warranty relates to a specific dateno Liens exist other than Permitted Liens and (B) tax lien, in which case such representation judgment and warranty shall be true and correct in all material respects as of such earlier date bankruptcy searches; and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality searches of ownership of Intellectual Property in the text thereof;United States Patent and Trademark Office, the United States Copyright Office; and (g) all reasonable and documented fees and out-of-pocket expenses under the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) have been paid by the Loan Parties to the extent such fees and expenses have been invoiced to Borrowers; and (h) Agent Lender shall have received a fully executed copy of an amendment to the ABL Credit Agreement, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance reasonably satisfactory to the AgentLender, the conditions to effectiveness of transcript from the ABL Amendment shall have been satisfied Danish Business Authority for the Danish Borrower and the ABL Amendment shall be in full force and effectForeign Guarantor.

Conditions to Effectiveness. This Amendment shall become be effective only as of the date first above written upon the satisfaction in full of the following conditions precedent: (a) Agent shall have received counterparts hereof, duly executed and delivered by all the parties hereto; (b) Agent shall have received a fully executed copy of each of the SWIMS Purchase Agreement and the SWIMS Subordinated Note, each of which shall be in full force and effect substantially concurrently with the effectiveness of this Amendment, and the SWIMS Acquisition shall be consummated in accordance with the SWIMS Purchase Agreement substantially concurrently with the effectiveness of this Amendment; (c) no Default or Event of Default shall exist; (b) the Lender shall have occurred received counterparts of this Amendment, duly executed by Borrower and be continuing the Guarantors, and a term note in the original principal amount of $4,000,000 and otherwise in form and substance satisfactory to the Lender, duly executed by the Borrower; (c) the Lender shall have received a deed of trust with respect to the Beaumont Facility, duly executed by M&I, in form and substance satisfactory to the Lender, and the same shall constitute a valid mortgage lien on the date hereofBeaumont Facility in favor of the Lender, free and clear of all Liens, other than Permitted Liens; (d) Borrowers the Lender shall have provided Agent with a due diligence package relative received evidence of insurance coverage in respect of the Beaumont Facility, which coverage shall be satisfactory to the SWIMS AcquisitionAdministrative Agent in all respects and shall name the Administrative Agent as an additional insured and as a mortgagee/loss payee, including an acquisition overview, investment highlights, sources and uses for the SWIMS acquisition, and SWIMS’ historical and forecasted profit and loss statements, in form and substance reasonably satisfactory to Agentas applicable; (e) Parent the Lender shall have received (or shall, substantially concurrently with a favorable Phase I environmental report for the effectiveness hereof receive) Beaumont Facility in form and substance satisfactory to the proceeds of the issuance of the SWIMS Subordinated Note Lender in the amount of $13,000,000, all of the proceeds of which shall have been (or, substantially concurrently with the effectiveness hereof, shall be) used to finance the purchase price and related transaction expenses paid by DFBG SWIMS to consummate the SWIMS Acquisitionrespects; (f) each the Lender shall have received a binding commitment to issue a mortgagee’s policy of title insurance from Old Republic Title Company in favor of the representations Lender in form and warranties made by substance, and in the Loan Parties in this Amendment and/or in any other Loan Document shall be true and correct in all material respects on and as amount of the date hereof except term note described in clause (ib) above, reasonably satisfactory to the extent Lender, insuring that any the deed of trust described in clause (b) above creates a valid Lien, with the priority therein stated, on the estates covered thereby, except for Liens permitted under such representation or warranty relates to a specific date, in which case such representation and warranty shall be true and correct in all material respects as deed of such earlier date and (ii) that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereoftrust; (g) the Lender shall have received an “as-built” survey of the Beaumont Facility in form and substance satisfactory to the Lender; (h) the Lender shall have received an appraisal of the Beaumont Facility in form and substance satisfactory to the Lender; (i) the Lender shall have a certification in form and substance satisfactory to the Lender that no part of the Beaumont Facility lies in a Special Floor Hazard Area or other flood hazard or flood plain area however designated, as determined in accordance with the criteria established by the Federal Insurance Administration or any other Governmental Authority having jurisdiction over the Beaumont Facility; (j) evidence satisfactory to the Lender that all reasonable property taxes due and documented fees and out-of-pocket expenses under owing in respect of the Credit Agreement and this Amendment (including the outstanding fees and expenses of Agent, including without limitation, legal fees and expenses) Beaumont Facility have been paid by in full; (k) the Loan Parties Lender shall have received such documents and certificates as the Lender or its counsel may reasonably request relating to the extent such fees organization, existence and expenses have been invoiced good standing of the Borrower and the Guarantor, the authorization of the transactions contemplated hereby and any other legal matters relating to Borrowersthe Borrower, the Guarantor, this Amendment or the transaction contemplated hereby, all in form and substance satisfactory to the Lender and its counsel; and (hl) Agent the Lender shall have received a fully executed copy payment of an amendment to all fees and reasonable, out of pocket expenses (including the ABL Credit Agreementreasonable fees and disbursements of Xxxxxxx Xxxxx LLP) due in connection with this Amendment; and (m) the Lender shall have received such other consents, dated the date hereof, among the Borrowers, the Guarantors, the Parent and Xxxxx Fargo Bank, National Association approvals or documents as the sole lenders party thereto (the “ABL Amendment”), which shall be in form and substance Lender may reasonably satisfactory to the Agent, the conditions to effectiveness of the ABL Amendment shall have been satisfied and the ABL Amendment shall be in full force and effectrequest.