Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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shall state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and Upon the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction of each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment conditions, this Agreement shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid be deemed to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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 be effective as of the date of such certificate.hereof: 4. The Lender (a) the Administrative Agent shall have received a certificate counterparts of this Agreement executed by the Administrative Agent (on behalf of itself and each of the Secretary or an Assistant Secretary Consenting Lenders by virtue of each Consenting Lender's execution of a Lender Authorization), the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency Parent and signature each of the officer(sGrantors; (b) of the Borrower executing this Eighth Amendment and any certificate or other document to be delivered by it pursuant heretoAdministrative Agent shall have received executed Lender Authorizations from the requisite Consenting Lenders; (c) the Administrative Agent shall have been reimbursed for all fees (including, together with evidence of without limitation, the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower fees set forth in or pursuant to the Credit Documents shall be true and correct in all material respects on and that certain letter agreement dated as of October 31, 2008 (as amended, restated, supplemented or otherwise modified) between Wachovia Capital Markets, LLC and the Eighth Amendment Effective Date as if made on Borrower) and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate out-of-pocket charges and other proceedings, and all documents, instruments and other legal matters expenses incurred in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, 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 copy of any debt instrumentlender 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, security agreement or other material contract to which 2008 is not less than $78,500,000; (f) the Borrower is 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; (h) the Borrower shall have made a repayment of principal sufficient to permanently reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, to the Commitment as reduced as of the date of this Agreement and shall otherwise have complied with the 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 substance reasonably acceptable to the Administrative Agent and the Canadian Administrative Agent reflecting their respective interests as additional insured and loss payee, 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 partyBorrowing Base Certificate, in form and substance satisfactory to the Administrative Agent dated as of September 30, 2008, duly certified by a Responsible Officer of the Original Borrower; (l) the Administrative Agent shall have received documentation, in form and substance satisfactory to the Administrative Agent and the Canadian Administrative Agent, evidencing, amongst other things, an increase in the credit limit (on terms and conditions satisfactory to the Administrative Agent and the Canadian Administrative Agent) with respect to the Borrower and its Subsidiaries' existing foreign accounts receivable credit insurance policy number GE 1 16357 with Export Development Canada (the "Closing Date Credit Insurance Policy"); and (m) the Administrative Agent shall have received such other instruments (including, without limitation, amended and restated Revolving Credit Notes (if requested by the Lenders) reflecting the reduction in the Commitment), documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement.

Conditions to Effectiveness. This Eighth AmendmentWaiver shall be deemed effective (subject to the conditions herein contained) as of July 1, 2014, when the Administrative Agent has received counterparts hereof duly executed by the Borrower, EPL, the Administrative Agent and the modifications to Required Lenders and upon the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all prior or concurrent satisfaction of each of the following conditions have been conditions: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Administrative Agent shall have received for its own account, or for the account of each Lender, as the case may be, (i) all fees, costs and expenses due and payable pursuant to Section 3.3 of the First Lien Credit Agreement, if any, (ii) a copy, in form fee to each Lender that executes and substance reasonably satisfactory delivers a counterpart of this Waiver to the Administrative Agent on or before the Effective Date of 10bps of an amount equal to such Lender, ’s Percentage of the corporate resolutions Aggregate Commitment and, (iii) if then invoiced, any amounts payable pursuant to Section 10.3 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.First Lien Credit Agreement; 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(b) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or pursuant Section 5 below are true and correct; and (c) after giving effect to the Credit Documents shall be true and correct waivers in all material respects on and as Section 2 of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to anotherthis Waiver, earlier dateno Default, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default Default, Borrowing Base Deficiency or EPL Borrowing Base Deficiency shall have occurred and be continuing. 7. All corporate and other proceedingsNotwithstanding the foregoing, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement Waiver shall not become effective and the other Credit Documents shall agreements hereunder will be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence terminated unless each of the transactions contemplated hereby foregoing conditions is satisfied (or thereby as it shall reasonably requestwaived by all of the Lenders in writing) on or prior to August 31, 2014. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Incremental Assumption Agreement provided for herein, No. 1 shall become effective on the date (the "Eighth Amendment ---------------- Effective “Incremental Term B-1 Funding Date"”) on which all of the following conditions have been satisfied (or are -------------- concurrently beingwaived by the parties hereto): (a) satisfied: --- 1. This Eighth Amendment The Administrative Agent (or its counsel) shall have been executed received (1) from each Borrower, 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 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 Parent and each party heretoother 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. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. (b) The Lender Administrative Agent shall have received a copycompleted 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 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 Loan 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, or will be simultaneously or substantially concurrently with the closing under this Incremental Assumption Agreement No. 1, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made). (c) The Collateral Agent shall have received (i) from the Parent, the Lux Borrower, the Co-Borrower, MIL and MIP, a counterpart of each Irish Incremental Security Document to which such Person is a party, (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 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 Indebtedness or Guarantee of Indebtedness (other than Guarantees of the Obligations and any other Indebtedness permitted under the Credit Agreement which is secured by Other First Liens) of the Cadence IP Licensee, which subordination terms shall be reasonably satisfactory to the Administrative Agent, (vii) from the UK Holdco, MIL, MIP, Cadence, ARD Holdings, 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 Subsidiary Guarantee Agreement and (viii) from (A) the UK Holdco, MIL, Cadence and ARD Holdings and (B) subject to the 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, in each case duly executed and delivered on behalf of such person and in form and substance reasonably satisfactory to the LenderAdministrative Agent. (d) The Administrative Agent shall have received, on behalf of itself, the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base Incremental Term B-1 Lenders and the executionLenders under the Credit Agreement, delivery 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 Loan Parties, (vii) NautaDutilh Avocats Luxembourg, as Luxembourg counsel for the Administrative Agent, (viii) Xxxxxxx XX, as Swiss counsel for the Loan Parties, and performance (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 this Eighth Amendment, certified by the Secretary or an Assistant Secretary of the Borrower as of the Eighth Amendment Effective DateWhite & Case LLP, which certificates shall state that be dated August 13, 2014), (B) addressed to the resolutions 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 authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificateIncremental Term B-1 Arrangers shall reasonably request. 4. (e) The Lender Administrative Agent shall have received a certificate of the Secretary or an 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 Incremental Term B-1 Funding Date and certifying: 1. a copy of the Borrowercertificate or articles of incorporation, dated 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 Eighth Amendment Effective Dateextent available in 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 incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 good standing (except to the extent such concept or a similar concept exists under the same relate to another, earlier date, in which case they shall be true and correct in all material respects laws of such jurisdiction) of such Loan Party as of a recent date from such earlier date). 6. No Default Secretary of State (or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters similar official or Governmental Authority in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect case of any aspect or consequence Loan Party organized outside the United States of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.America);

Conditions to Effectiveness. This Eighth AmendmentUpon the satisfaction of each of the following conditions, this Agreement shall be deemed to be effective as of the date hereof: (a) the Administrative Agent shall have received counterparts of 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), the Borrower, the Parent and the modifications Subsidiary Grantors; (b) the Administrative Agent shall have received executed Lender Authorizations from the requisite Consenting Lenders; (c) the Administrative Agent shall have 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 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 and the Canadian Administrative Agent shall have received (i) Schedule 1.1(c) to the Credit Agreement provided for herein, shall become effective on the date and (the "Eighth Amendment ---------------- Effective Date"ii) on which all of the following conditions have been (or are -------------- concurrently beingSchedule 1.l(c) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copyCanadian Credit Agreement, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Canadian Administrative Agent; (e) 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 through a lender authorization); (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 12:00 noon (Eastern Time) on March 27, 2008, an amendment fee in an amount equal to (a) 15 basis points times the principal amount of such Consenting Lender, ’s Commitment plus (b) 15 basis points times the principal amount of such Consenting Lender’s “Commitment” (as defined in the Canadian Credit Agreement); (g) the Administrative Agent shall have received a duly executed counterpart of the corporate resolutions 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 Borrower, authorizing Credit Agreement; (h) the revision in Administrative Agent shall have received favorable opinions of counsel to the Revolver Borrowing Base Parent addressed to the Administrative Agent and the executionLenders with respect to the Parent, delivery this Agreement and performance 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 this Eighth Amendmentthe Administrative Agent or any Lender); (i) the Administrative Agent shall have received a copy of the fully executed Purchase Agreement dated March 24, certified 2008 by and between the Parent and Fairfax Financial Holdings Limited (including the exhibits and schedules thereto) and each other material document, instrument, certificate and agreement executed or delivered in connection therewith, all of which shall be in form and substance satisfactory to the Administrative Agent (the “April 2008 Convertible Indebtedness Documents”) (it being agreed by the Secretary or an Assistant Secretary Parent that none of the Borrower as of the Eighth Amendment Effective Date, which certificates April 2008 Convertible Indebtedness Documents shall state that the resolutions or authorizations thereby certified have not been be amended, modified, revoked waived or rescinded as supplemented after March 24, 2008 in any respect which would adversely affect the rights or interests of the date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth AmendmentAdministrative Agent, the Existing Credit AgreementCanadian Administrative Agent, the Credit Agreement and Lenders or the other Credit Documents shall be reasonably satisfactory in form and substance to Canadian Lenders); and (j) the Lender, and the Lender Administrative Agent shall have received such other instruments, documents in respect of any aspect or consequence of and certificates as the transactions contemplated hereby or thereby as it Administrative Agent shall reasonably requestrequest in connection with the execution of this Agreement. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on upon the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction of each of the following conditions have been precedent: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment the Administrative Agent shall have been received a counterpart signature page to this Amendment duly executed and delivered by the Borrower, the Parent, and the Required Lenders; (b) the Borrower shall have paid to the Administrative Agent, for the PRO RATA account of each party hereto.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; 2. All payments required under Article V(c) the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that all corporate action necessary for the valid execution, Section 1 delivery and performance by the Borrower and the Parent, as applicable, of (i) this Eighth Amendment and the transactions contemplated hereby and (ii) the HoldCo Floating Rate Note Documents and the transactions contemplated thereby, shall have been paid to duly and effectively taken; (d) the Lender by the Borrower. 3. The Lender Administrative Agent shall have received a copy, certified by a duly authorized officer of the Parent to be true and complete on the date hereof, of the HoldCo Floating Rate Note Indenture and all documents executed and delivered by the Parent in connection therewith; (e) the Administrative Agent shall have received copies of all legal opinions executed and delivered by counsel to the Parent in connection with the issuance of the HoldCo Floating Rate Notes, which opinions shall provide that the Agents and the Lenders may rely on each such legal opinion, other than opinions relating to Section 10(b)(5) of the Securities Act of 1934 (or if such legal opinions do not contain such a provision, the Administrative Agent shall also receive a reliance letter addressed to the Agents and the Lenders in form and substance reasonably satisfactory to the Lender, Administrative Agent with respect to each such legal opinion); and (f) contemporaneously upon the earlier of (i) the issuance of the corporate resolutions HoldCo Floating Rate Notes, or (ii) the effectiveness of the Borrower, authorizing first purchase of Capital Stock under 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 certificate2005 ECC Stock Tender Offer. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth AmendmentAmendment shall not be --------------------------- effective until all proceedings of the Borrower taken in connection herewith and the transactions contemplated hereby shall be satisfactory in form and substance to Agent and Required Lenders, and the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment precedent shall have been satisfied: (a) The Agent has received counterparts of this Amendment executed by the Borrower and delivered Required Lenders and counterparts of the Consent appended hereto (the "Consent") executed by each party heretoof the Guarantors and Grantors (as defined in the Security Agreement) listed therein (such Guarantors and Grantors, together with the Borrower, each a "Loan Party" and, collectively, the "Loan Parties"); (b) The Agent shall have received for the account of the Lenders the fee described in Section 3 above. 2. (c) All payments required under Article Vfees and expenses, Section 1 including legal and other professional fees and expenses incurred, payable on or prior to the date of this Eighth Amendment to Agent, including, without limitation, the fees and expenses of its counsel, shall have been paid to the Lender by extent that same had been billed prior to the Borrower.date of this Amendment; and 3. The (d) Agent and each Lender shall have received each of the following: (1) a copy, in form and substance reasonably satisfactory certificate of the Borrower certifying (i) as to the Lenderaccuracy, after giving effect to this Amendment, of the corporate resolutions representations and warranties set forth in Article V of the BorrowerCredit Agreement, authorizing the revision other Loan Documents and in the Revolver Borrowing Base this Amendment, and (ii) that there exists no Default or Event of Default, after giving effect to this Amendment 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 will not been amended, modified, revoked or rescinded as of the date of such certificate. 4. The Lender shall have received cause a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing.Default; and 7. All corporate and (2) such other proceedingsdocuments, instruments, and all documentscertificates, instruments and other legal matters as Agent or Required Lenders shall deem necessary or appropriate in connection with this Amendment and the transactions contemplated hereby, including without limitation copies of resolutions of the board of directors of the Borrower authorizing the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on when, and only when and if: (a) the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions have been Administrative Agent (or are -------------- concurrently beingits counsel) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received from (A) Lenders constituting (i) the Requisite Lenders and (ii) those Term B Lenders representing the entire amount of the Additional Term B Loan Commitment and (B) each of the other parties hereto, either (i) a copy, in form and substance reasonably counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Lender, Administrative Agent (which may include telecopy transmission of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance a signed signature page of this Eighth Amendment, certified by the Secretary or an Assistant Secretary ) that such party has signed a counterpart 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.this Amendment; 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(b) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower set forth in or pursuant to the Credit Documents shall be Section 4 hereof are true and correct in all material respects on and as respects; (c) Borrower has paid the Administrative Agent (i) for the account of the Eighth Amendment Effective Date as if made on 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 as (ii) all reasonable costs and expenses of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters Administrative Agent in connection with the transactions contemplated by preparation, execution and delivery of this Eighth AmendmentAmendment other instruments and documents to be delivered hereunder, if any (including, without limitation, the Existing 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, the Credit Agreement and the other Credit Documents whether or not referred to herein, shall be reasonably satisfactory in form and substance to the LenderAdministrative Agent; (f) after giving effect to the Amendment, no Default or Event of Default has occurred and is continuing; (g) the Lender Borrower shall have received such at least $7.0 million of gross proceeds from the issuance of Additional Subordinated Notes; and (h) the Borrower shall deliver any other documents in respect of any aspect certificates or consequence of documentation the transactions contemplated hereby or thereby as it shall Administrative Agent may reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on upon the date (the "Eighth “First Amendment ---------------- Effective Date"”) on which all the Administrative Agent shall have received: (a) this Amendment, executed and delivered by a duly authorized officer of the following conditions have been Borrower; (or are -------------- concurrently beingb) satisfied: ---written consents to the execution of this Amendment (“Lender Consent Letters”) from Lenders constituting the Required Lenders; 1. This Eighth Amendment shall have been (c) a Tranche C Lender Addendum executed and delivered by each party hereto.Tranche C Term Loan Lender and accepted by the Borrower; 2. All payments required under Article V(d) an executed Acknowledgment and Consent, Section 1 in the form set forth at the end of this Eighth Amendment, from each Loan Party other than the Borrower (such Acknowledgements and Consents, together with this Amendment, the “Amendment Documents”); (e) 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 reasonably request; (f) all fees required to be paid, and all reasonable out-of-pocket expenses of the Administrative Agent for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Agents), on or before the First Amendment Effective Date; and (g) subject to Section 9 hereof, satisfactory evidence that the outstanding principal amount of, and all accrued and unpaid interest on, the Tranche B Term Loans shall have been paid to in full (in the Lender by case of the Borrower. 3principal amount thereof, with the proceeds of the Tranche C Term Loans). The Lender Administrative Agent shall have received a copy, in form notify the Borrower and substance reasonably satisfactory to the Lender, Lenders 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 First Amendment Effective Date, which certificates and such notice shall state that be conclusive and binding. Notwithstanding the resolutions or authorizations thereby certified have foregoing, this Amendment shall not been amended, modified, revoked or rescinded as become effective unless each of the date of such certificateforegoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 31, 2003. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Fourth Amendment shall be effective upon satisfaction or completion of the following: (a) the Administrative Agent shall have received counterparts of this Fourth Amendment executed by the Required Lenders and each Lender whose Commitment is increased pursuant to this Fourth Amendment, ; (b) the Administrative Agent shall have received counterparts of this Fourth Amendment executed by the Borrower and Limited and acknowledged by each Guarantor; (c) each of the modifications to conditions in Section 4.02(a) and (b) of the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto.satisfied (as if the Borrower were Borrowing the Fourth Amendment Borrowing on the Fourth Amendment Effective Date); 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to (d) the Lender by the Borrower. 3. The Lender Administrative Agent shall have received a copy, in form and substance reasonably satisfactory to the Lender, (i) an executed Unanimous Consent of the corporate resolutions Board of Directors of Xxxxx of Xxxx Nevada Corporation, the sole general partner of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Amendment, certified Fourth Amendment and the Replacement Notes by the Secretary Borrower and (ii) an executed consent or an Assistant Secretary certified Resolutions of the Borrower as Board of Directors of Limited authorizing the Eighth execution, delivery and performance of this Fourth Amendment Effective Date, which certificates shall state that by Limited; (e) the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. 4. The Lender Administrative Agent shall have received a certificate executed copies of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency all documents and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters executed in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the LenderHealthy Directions Acquisition, including, without limitation, a copy all schedules, exhibits and annexes thereto; (f) the Administrative Agent shall have received opinions of any debt instrument, security agreement or other material contract to which U.S. counsel of the Borrower is and Bermuda counsel of Limited in form and substance satisfactory to the Administrative Agent; (g) the representations and warranties in Section 3 shall be a partytrue and correct on the Fourth Amendment Effective Date; (h) all invoiced fees and expenses due to the Fourth Amendment Parties and the Lenders (and to reimburse the Fourth Amendment Parties for the legal fees and expenses of Xxxxxxxx PC, special counsel) prior to the Fourth Amendment Effective Date shall have been paid; (i) the Administrative Agent shall have received the duly executed Fee Letter; and (j) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent and its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably require.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Section 1 of this Second Amendment shall become effective on only upon the date (the "Eighth Amendment ---------------- Effective Date") on which satisfaction of all of the following conditions have been precedent (the date of satisfaction of such conditions being referred to herein as the "Second Amendment Effective Date"), except paragraph (ii) of paragraph C: A. On or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to before the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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 Second Amendment Effective Date, which certificates the Borrower shall state that deliver to the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as Agent executed copies of this Second Amendment (with sufficient originally executed copies for each Lender and its counsel) dated the date of such certificateSecond Amendment Effective Date. 4. The Lender shall have received a certificate of B. On or before the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Second Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by this Eighth Amendmentthe Agent, acting on behalf of the Existing Credit AgreementLenders, the Credit Agreement and the other Credit Documents its counsel shall be reasonably satisfactory in form and substance to the LenderAgent and such counsel, and the Lender Agent and such counsel shall have received all such other counterpart originals or certified copies of such documents in respect of any aspect or consequence of as the transactions contemplated hereby or thereby as it shall Agent may reasonably request. 8. (i) On or before the Second Amendment Effective Date, the Borrower shall have paid to each Lender who has consented to and joined in the execution of this Second Amendment, by wire transfer of immediately available federal funds, an amendment fee equal to the product of (y) the Commitment of such Lender and (z) 0.70%. (i) Although not a condition to the effectiveness of Section 1 of this Second Amendment on the Second Amendment Effective Date, on or before June 13, 2003, the Borrower shall pay to each Lender who has consented to and joined in the execution of this Second Amendment, by wire transfer of immediately available federal funds, an amendment fee equal to the product of (y) the Commitment of such Lender and (z) 0.70%. D. The Lender Borrower, the Noteholders and the other parties to the Third Modification Agreement (defined below) shall have executed and delivered the Third Modification Agreement, in form and substance satisfactory to the Agent, and the Agent shall have received each additional documenta copy thereof, instrumentas originally in effect, legal opinion or item certified as true and complete by an officer of information reasonably requested the Borrower, and the same shall be in full force and effect. E. This Second Amendment shall have become effective in accordance with Section 5.E hereof. F. All costs, fees and expenses of Shearman & Sterling, counsel to the Agent, in connection with the waivers and modifications to the Credit Agreement shall have been paid by the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to be a partyBorrower.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on as of the date (set forth above upon the "Eighth Amendment ---------------- Effective Date") on which all satisfaction of the following conditions have been conditions: (or are -------------- concurrently beinga) satisfied: ---there shall exist no Default immediately after giving effect to this Amendment; and 1. This Eighth Amendment (b) the Administrative Agent shall have been received a counterpart signature page to this Amendment, duly executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower., the Ultimate Parent, Nexstar Finance Holdings, each Guarantor and each Lender; and 3. The Lender (c) the Administrative Agent and the Lenders shall have received a copylegal opinion of counsel to the Credit Parties, which shall be in form, scope and substance reasonably satisfactory to the Administrative Agent and include, without limitation (i) opinions regarding FCC matters and (ii) an unqualified no conflicts opinion with respect to (A) the Credit Agreement, (B) the Loan Documents, (C) the Mission Loan Documents, and (D) all public and other indebtedness of each Nexstar Entity and each Mission Entity, including without limitation, the Original 2010 Senior Second Lien Secured Notes and the Unsecured Notes; and (d) the representations and warranties set forth in this Amendment shall be true and correct as of the date of this Amendment; and (e) the Administrative Agent shall have received, in form and substance reasonably acceptable to it, all resolutions, incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Administrative Agent or the Lenders; and (f) the Administrative Agent shall have received, (i) for the pro rata account of the Revolving Lenders, an amendment fee equal to seventy-five basis points (0.75%) of the Revolving Commitment of each such Lender as reduced pursuant to this Amendment and (ii) for the pro rata account of the Term Lenders, a refinanced issue discount of 1.00% of the new Term B Loan Amount as reduced pursuant to this Amendment; and (g) the Administrative Agent shall have received all other invoiced fees and expenses due and owing in connection with this Amendment; and (h) the Administrative Agent shall have received (i) an amendment and restatement of the Security Agreement, (ii) a confirmation of the Pledge and Security Agreement and each Guaranty Agreement, substantially in the form of Xxxxxxxx X-0, X-0 and D-4 attached to Annex II and, (iii) at the request of the Administrative Agent, such other confirmations and affirmations of any of the other Loan Documents by the applicable Credit Parties, in each case reasonably acceptable to the Administrative Agent and the Lenders; and (i) the Administrative Agent shall have received a copy of the executed Second Amendment to the Mission Credit Agreement on terms reasonably acceptable to the Administrative Agent, and all conditions to effectiveness of such Second Amendment to the Mission Credit Agreement shall have been satisfied or waived (except the condition relating to the effectiveness of this Amendment); and (j) the Administrative Agent shall have received a Compliance Certificate in the form of Exhibit C attached hereto; provided such Compliance Certificate delivered in connection with this Amendment shall not be required to include a certification as to compliance of any Mission Entities with Section 6.20 of the Credit Agreement, which attaches a schedule in form and detail reasonably satisfactory to the LenderAdministrative Agent of Consolidated Total Debt, of Consolidated First Lien Indebtedness, Consolidated Operating Cash Flow, Consolidated Net Income, Consolidated Total Leverage Ratio, Consolidated First Lien Indebtedness Ratio, Consolidated Fixed Charge Coverage Ratio, each calculated pursuant to the corporate resolutions of the Borrower, authorizing the revision applicable definitions set forth in the Revolver Borrowing Base Credit Agreement attached as Annex I hereto 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 hereof (provided that with respect to Consolidated Operating Cash Flow and Consolidated Net Income, such calculation shall be for the Measurement Period ending on the last day of such certificate.the most recently completed fiscal quarter of the Borrower for which financial statements have been delivered) in each case demonstrating compliance with the applicable financial covenants set forth in Section 7.09 of the Credit Agreement as set forth in Annex I hereto, prepared by the principal financial or accounting officer of the Borrower; and 4. The Lender (k) the Administrative Agent shall have received a certificate duly executed and completed 2010 Intercreditor Agreement; and (l) the issuance of at least $325 million of the Secretary or an Assistant Secretary Original 2010 Senior Second Lien Secured Notes shall have been consummated, and the 0000 Xxxxxxxxx and the other 2010 Indenture Documentation shall have been entered into, in each case on terms and conditions as set forth on Schedule 1.01(D), and on such other terms and conditions, and pursuant to documentation, in each case acceptable to the Administrative Agent and each of the BorrowerLenders; and (i) the Administrative Agent shall have received, dated on behalf of the Eighth Amendment Effective DateLenders in accordance with their ratable outstandings, as a prepayment of Loans (with a corresponding reduction of the Revolving Commitments with respect to prepayments applied to the incumbency and signature outstanding Revolving Loans) from the Net Cash Proceeds of the officer(s) issuance of the Borrower executing this Eighth Amendment and any certificate or other document to be delivered by it pursuant hereto, together with evidence of Original 2010 Senior Second Lien Secured Notes so that the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by Aggregate Term B Loan Amount for the Borrower in or pursuant to does not exceed $61,000,000 and the Credit Documents shall be true Aggregate Revolving Commitment does not exceed $65,000,000 and correct in all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date (except ii) to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the LenderAdministrative Agent, Lenders shall have entered into agreements among the Lenders (including, without limitation, assignment and assumption agreements), in each case of (i) and (ii) preceding, in a copy manner such that after the application of any debt instrumentprepayments and the effectiveness of the agreements (if any), security agreement or other material contract to which (A) the Revolving Commitment of each Revolving Lender is not more than the Revolving Commitment of such Lender set forth on Schedule 2.01, and (B) the Term B Loan Amount of each Term Lender is not more than the Term B Loan Amount of such Lender as set forth on Schedule 2.01, and (C) the initial percentage of each Revolving Lender and each Term Loan Lender of the Revolving Facility and the Term Facility, respectively, is in each case that percentage set forth on Schedule 2.01; and (n) the Borrower is to be shall have paid all reasonable invoiced fees and expenses of the Administrative Agent’s counsel, (i) Xxxxxxxx PC and (ii) Xxxxxxxxx & Xxxxxxx LLP, as special FCC counsel for the Administrative Agent; and (o) the Administrative Agent shall have received a partyduly executed and completed Revolver Reallocation Letter.

Conditions to Effectiveness. This Eighth Amendment, The effectiveness of this Agreement and the modifications obligations of the Incremental Revolving Commitment Lenders to provide the Credit Agreement provided for herein, Incremental Revolving Commitments shall become effective on as of the date (the "Eighth Amendment ---------------- Effective Date") on which all of when the following conditions have been satisfied (or are -------------- concurrently beingsuch date, the “Third Incremental Commitment Effective Date”): (a) satisfied: --- 1. This Eighth Amendment this Agreement shall have been executed and delivered by each party hereto.the Borrower, the Guarantors, the Incremental Revolving Commitment Lenders and the Administrative Agent; 2. All payments required under Article V, Section (b) a promissory note (or an amended and restated promissory note in the case of an Incremental Revolving Commitment Lender that is an existing Revolving Lender) substantially in the form of Exhibit 2.5-1 of this Eighth Amendment shall have been paid to the Lender Credit Agreement (the “Note”) has been executed and delivered by the Borrower.Borrower in favor of each Incremental Revolving Commitment Lender, if such Incremental Revolving Commitment Lender requests a Note; 3. The Lender (c) the Administrative Agent’s receipt of the following, each of which shall have received a copybe originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (i) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization for and validity of the Agreement and any other legal matters relating to the Loan Parties, the Credit Documents or the Agreement, including, but not limited to, entry into the Agreement and any other document or agreement related thereto, all in form and substance reasonably satisfactory to the LenderAdministrative Agent; and (ii) a certificate, of dated 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 Third Incremental Commitment Effective Date, which certificates shall state that confirming compliance with the resolutions or authorizations thereby certified have not been amendedconditions set forth in clauses (e), modified, revoked or rescinded as of the date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency (f) and signature of the officer(s(g) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.this

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on upon the date (the "Eighth “First Amendment ---------------- Effective Date"”) on which all the Administrative Agent shall have received: (a) this Amendment, executed and delivered by a duly authorized officer of the following conditions have been Borrower; (or are -------------- concurrently beingb) satisfied: ---written consents to the execution of this Amendment (“Lender Consent Letters”) from Lenders constituting the Required Lenders; 1. This Eighth Amendment shall have been (c) a Tranche C Lender Addendum executed and delivered by each party hereto.Tranche C Term Loan Lender and accepted by the Borrower; 2. All payments required under Article V(d) an executed Acknowledgment and Consent, Section 1 in the form set forth at the end of this Eighth Amendment, from each Loan Party other than the Borrower (such Acknowledgements and Consents, together with this Amendment, the “Amendment Documents”); (e) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment Effective Date) of each of (i) Xxxxxx & Xxxxxx L.L.P., counsel to the Borrower and its Subsidiaries and (ii) the general counsel of the Borrower, in each case covering such matters relating to the Loan Parties, the Loan Documents and this Amendment as the Administrative Agent shall reasonably request; (f) all fees required to be paid, and all reasonable out-of-pocket expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Agents), on or before the First Amendment Effective Date; (g) subject to Section 9 hereof, satisfactory evidence that the outstanding principal amount of, and all accrued and unpaid interest and other amounts due and payable on, the Tranche B Term Loans shall have been paid to in full with the Lender by proceeds of the Borrower.Tranche C Term Loans; 3. The Lender shall have received (h) a copycopy of the resolutions of the Board of Directors of each of Magellan GP, Inc. and Magellan GP, LLC, in form and substance reasonably satisfactory to the LenderAdministrative Agent, of the corporate resolutions of the Borrower, each authorizing the revision in the Revolver Borrowing Base and (i) the execution, delivery and performance of this Eighth AmendmentAmendment and the other Loan Documents, as so amended, certified by the Secretary or an Assistant Secretary respective secretaries of the Borrower Board of Directors of Magellan GP, Inc. and Magellan GP, LLC as of the Eighth First Amendment Effective Date, which certificates shall in each case state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate.and are in full force and effect; and 4. The Lender shall have received (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment and any certificate or other document to be delivered duly executed by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No a Responsible Officer certifying that no Default or Event of Default shall have occurred and be continuing. 7continuing on the First Amendment Effective Date or after giving effect to the Amendment. All corporate The Administrative Agent shall notify the Borrower and other proceedingsthe Lenders of the First Amendment Effective Date, and all documentssuch notice shall be conclusive and binding. Notwithstanding the foregoing, instruments and other legal matters in connection with this Amendment shall not become effective unless each of the transactions contemplated by this Eighth Amendmentforegoing conditions is satisfied at or prior to 5:00 p.m., the Existing Credit AgreementNew York City time, the Credit Agreement on December 22, 2003 and the other Credit Documents amendments described herein shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestnot become effective. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications Subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which satisfaction of all of the following conditions have been precedent (or are -------------- concurrently beingthe date of satisfaction of all such conditions being referred to as the "Closing Date"), the amendment set forth in Section 1(a) satisfied: --- 1. This Eighth of this Amendment, the agreement set forth in Section 1(b) of this Amendment and the waivers and acknowledgement granted by QUALCOMM under Section 1(c) of this Amendment shall have been be effective as of the Closing Date: (a) Each member of the Borrower Group, as applicable, shall deliver or shall cause to be delivered to QUALCOMM, 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 QUALCOMM and its counsel): (i) this Amendment, duly executed and delivered by the parties; (ii) a confirmation of the Counter-Guaranty, dated as of the date hereof, duly executed and delivered by Leap Wireless Inc., as Counter-Guarantor under such Counter-Guaranty, in favor of QUALCOMM; (iii) a confirmation of the Pegaso Guaranty Agreement (in Spanish and English), dated as of the date hereof, duly executed and delivered by each party hereto.of Pegaso, Pegaso PCS and Pegaso RH, as guarantors under the Pegaso Guaranty Agreement, in favor of Administrative Agent for the benefit of the Lenders; 2. All payments required under Article V(iv) a Guaranty Agreement (in Spanish and English), Section 1 dated as of this Eighth Amendment shall have been paid to the Lender date hereof, duly executed and delivered by each of Pegaso Finanzas, S.A. de C.V. and Pegaso Xxxxx I, S.A. de C.V., as guarantors, in favor of Administrative Agent for the Borrower. 3. The Lender shall have received a copybenefit of the Lenders, in form and substance reasonably satisfactory to QUALCOMM and the Lender, Administrative Agent. (v) a confirmation of the corporate resolutions of the BorrowerCounter-Guaranty (in Spanish and English), 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 dated as of the date hereof, duly executed and delivered by Xxxxxxxxx Xxxxxxx Xxxxxxxxx, as Counter-Guarantor under such Counter-Guaranty, in favor of such certificateQUALCOMM; (vi) the Xxxxxx, dated as of the date hereof, that evidences the outstanding Obligations owed by Borrower to QUALCOMM as of the date hereof; (vii) an executed letter in the form of Exhibit A (the "Notice Letter"), among the Agents (as defined in the Common Agreement) and the Borrower Group with respect to (A) the amendments contemplated in the Common Agreement, (B) the waiver of any financial covenant default during the period from the date hereof through the Scheduled Maturity Date and (C) the waiver of any other default (if any) as reasonably requested by Borrower; (viii) security documents as set forth in Exhibit B, evidencing Liens in certain of the Collateral (as defined in the Common Agreement); (ix) a legal opinion from each of (a) Borrower's Mexican corporate counsel, and (b) Borrower's Mexican litigation counsel, in form and substance satisfactory to QUALCOMM. 4. The Lender (x) such other documents, instruments, approvals or opinions as QUALCOMM may reasonably request; (b) Administrative Agent shall have received a certificate of all fees and other amounts due and payable on or prior to the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Closing Date, as including, to the incumbency extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Borrower under or in connection with this Amendment; (c) On or before the Closing Date, all corporate, partnership and signature of the officer(s) other proceedings taken by each member of the Borrower executing this Eighth Amendment and any certificate Group or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters taken in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreementand all documents incidental to such transactions, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the LenderAdministrative Agent and its counsel, and the Lender Administrative Agent and such counsel shall have received all such other documents counterpart originals or certified copies of such documents, opinions, certificates, and evidence as they may reasonably request; (d) The representations and warranties set forth in respect Section 3 of this Amendment shall be true and correct as of the Closing Date; and (e) All approvals, authorizations, filings or Permits necessary for the execution, delivery and performance of this Amendment shall have been made, taken or obtained from or with any aspect Governmental Authority, and no order, statutory rule, regulation, executive order, decree, judgment or consequence of injunction shall have been enacted, entered, issued, promulgated or enforced by any Governmental Authority which prohibits or restricts the transactions contemplated hereby by this Amendment, nor shall any action have been commenced or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion threatened seeking any injunction or item of information reasonably requested by the Lender, including, without limitation, a copy of any debt instrument, security agreement restraining or other material contract order to which prohibit, restrain, invalidate or set aside the Borrower is to be a partytransactions contemplated by this Amendment.

Conditions to Effectiveness. This Eighth Amendment, Amendment shall become effective as of the Amendment Effective Date when the Agent has confirmed (and has so notified the Borrower) that: (i) counterparts hereof have been duly executed by the Borrower and the modifications Banks and delivered to the Agent; (a) promissory notes shall be executed and delivered by the Borrower in favor of each Bank requesting a promissory note to evidence its new Commitment, which notes, to the extent delivered in favor of a Bank that is a party to the Credit Agreement provided immediately prior to the effectiveness of this Amendment shall be in renewal and replacement of, and shall be delivered in substitution and exchange for herein(and not in payment of), shall become effective on the date (promissory note held by such Bank prior to the "Eighth Amendment ---------------- Effective Date", and (b) on promissory notes executed by the Borrower hereunder (other than those executed pursuant to the preceding clause (a)) which all are outstanding as of the following conditions have been (Amendment Effective Date shall be marked "Cancelled and Replaced by Renewal" or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed "Cancelled and Discharged", or words of similar import, as applicable, and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by Agent for ultimate delivery to the Borrower.; 3. The Lender (iii) payment of (i) all fees due and owing and described in Section 5 hereof and (ii) the reasonable expenses of, or incurred by, the Agent and counsel, to the extent billed as of the Amendment Effective Date, to and including the Amendment Effective Date in connection with the negotiation and closing of the transactions contemplated herein; (iv) Borrower shall have received a copy, in form and substance reasonably deliver to the Agent written evidence satisfactory to the Lender, of the Agent and its counsel that Borrower has taken all corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the other action and obtained all consents necessary to duly approve and authorize its execution, delivery and performance of this Eighth Amendment, certified by any other documents which it is required to execute, and an opinion of counsel to Borrower in form, scope and substance reasonably acceptable to the Secretary or an Assistant Secretary of the Agent; (v) 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. 4. The Lender shall have received deliver to Agent a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency matters set forth in Section 4 (i), (ii) and signature (iii); (vi) Borrower has paid all amounts due under Section 3.5 of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lenderif any, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested caused by the Lender, including, without limitation, a copy effectiveness of any debt instrument, security agreement or other material contract this Amendment; and (vii) such Assignment and Assumption Agreements as required to which establish the Borrower is to be a partynew Commitments have been duly executed and delivered.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall Amendment will become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all of that the following conditions have been satisfied or waived: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment the Agent shall have been received counterparts of this Amendment, executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower., the Guarantors, the Agent and the Lenders; 3. The Lender (b) the Agent shall have received a copyRevolving Note for each Lender substantially in the form of Exhibit 2.1 to the Credit Agreement in the principal amount of each such Lender’s Revolving Loan Commitment as set forth on Schedule 3.1 attached hereto; (c) the representations and warranties of the Borrower and the Guarantors in Section 7 of this Amendment shall be true and correct; (d) the Administrative Agent shall have received, or shall concurrently receive, payment of all fees payable in connection with this Amendment including, without limitation, the fees payable to pursuant to that certain Fee Letter dated June 3, 2013; (e) the Agent shall have received the following certificates of Borrower and, as appropriate, the Guarantors: (i) an “Omnibus Certificate” of the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall (i) contain the names and signatures of the officers of Borrower and each Guarantor authorized to execute Loan Documents, (ii) certify that there have been no changes to the charter documents or bylaws of the Borrower and each Guarantor previously delivered to the Agent (or, to the extent any such documents have changed, attach and certify to the truth, correctness and completeness of such documents) and (iii) attach and certify to the truth, correctness and completeness of a copy of resolutions duly adopted by the Board of Directors of Borrower and each Guarantor and in full force and effect at the time this Amendment is entered into, authorizing the execution of this Amendment and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein; and (ii) a “Closing Certificate” of the chief financial officer of Borrower, as of the date of this Amendment, certifying that (A) the conditions set out in subsections (a), (b), and (c) of Section 4.2 of the Credit Agreement have been satisfied and (B) the financial information of Borrower most recently delivered to the Agent pursuant to Section 6.2(b) of the Credit Agreement fairly present the Consolidated financial position of Borrower for the periods covered thereby; (f) a certificate of existence and good standing for Borrower issued by the Secretary of State of Delaware, a certificate of due qualification to do business for the Borrower issued by the Secretary of State of Texas and evidence that the Borrower’s authority to transact business in the State of Texas is active; (g) a favorable opinion of (i) Xxxxxxxxx & Xxxxxxxx LLP, counsel for Restricted Persons, in form and substance reasonably satisfactory to the LenderAgent; and (ii) Xxxxx XxXxxxx, of the corporate resolutions of the Borrowerin-house counsel for Restricted Persons, 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance reasonably satisfactory to the Lender, and Agent; and (h) the Lender Agent shall have received such other documents received, in respect form and substance reasonably satisfactory to the Agent, projections prepared by management of any aspect or consequence balance sheets, income statements and cashflow statements of the transactions contemplated hereby or thereby Borrower and its Subsidiaries for the term of the Credit Agreement, as it shall reasonably requestamended hereby. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth AmendmentAmendment shall become effective, and upon the modifications Effective Date, subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all receipt of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment items, which in the case of documents to be delivered shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, be in form and substance reasonably satisfactory to the Agent and the Lenders in their sole discretion: 8 (a) the Agent shall have received this Amendment, duly executed, completed and delivered by the Agent, the Lenders and the Borrower and the attached confirmation of Guaranty, duly executed by each other Credit Party; (b) the Agent shall have received, for the account of each Lender, a duly completed and executed Revolving Credit Note for the amount of the corporate resolutions of the Borrowersuch Lender's Revolving Credit Commitment as increased by this Amendment, authorizing the revision which Note shall be in the Revolver Borrowing Base same form as the Revolving Credit Note previously issued to such Lender and shall be in replacement thereof (each a "Replacement Note"); (c) the Agent shall have received (i) satisfactory evidence that the Credit Parties have obtained all required consents and approvals of all Persons including all requisite Governmental Authorities, to the execution, delivery and performance of this Eighth Amendment, the Confirmation of Guaranty and the Replacement Notes or (ii) an officer's certificate in form and substance satisfactory to Agent affirming that no such consents or approvals are required; (d) Borrower shall have paid to the Agent for the account of the Agent and the Lenders the fees required to be paid on the Effective Date in the respective amounts specified in that certain letter from GE Capital to the Borrower dated May 8, 1998 setting forth certain fees to be payable to the Agent and the Lenders in connection with this Amendment; (e) the Agent shall have received for the Borrower and each of its Subsidiaries, such Person's (i) charter and all amendments thereto (or evidence satisfactory to the Agent that there have been no changes to such documents since the same were delivered to the Agent and the Lenders at the Closing, and that the same continue in full force and effect), (ii) good standing certificates (including verification of tax status) in its state of incorporation and (iii) 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 prior to the Effective Date and certified by the Secretary or an Assistant applicable Secretary of State or other authorized Governmental Authority; (f) the Agent shall have received for Borrower and each of its Subsidiaries, (i) such Person's bylaws, together with all amendments thereto (or evidence satisfactory to the Agent that there have been no changes to such documents since the same were delivered to the Agent and the Lenders at the Closing), and (ii) resolutions of such Person's Board of Directors (or other governing body), approving and authorizing the execution, delivery and performance of this Amendment, the Replacement Notes and/or the Confirmation of Guaranty attached hereto, to the extent that such Person is a party, each certified as of the Eighth Amendment Effective Date by such Person's corporate secretary or an assistant secretary as being in full force and effect without any modification or amendment; (g) the Agent shall have received for Borrower and each of its Subsidiaries, signature and incumbency certificates of the officers of each such Person executing this Amendment, any Replacement Note or the Confirmation of Guaranty and/or any of the other 9 documents to be delivered in connection herewith, certified as of the Effective Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete; (h) the Agent shall have received duly executed originals of the opinion of Haynxx xxx Boonx, X.L.P. counsel for Borrower and its Subsidiaries, together with any local counsel opinions requested by Agent, each in form and substance satisfactory to the Lenders, dated the Effective Date; (i) the Agent shall have received duly executed originals of a certificate of the Chief Executive Officer and Chief Financial Officer of Borrower, dated the Effective Date, stating that, since December 31, 1997 (i) no event or condition has occurred or is existing which certificates shall state that could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change in the resolutions industry in which Borrower operates; (iii) no Litigation has been commenced which, if successful, would have a Material Adverse Effect or authorizations thereby certified have not been amended, modified, revoked or rescinded as could challenge any of the date transactions contemplated by the Agreement (as amended by this Amendment) and the other Loan Documents; (iv) there have been no Restricted Payments made by Borrower or any of such certificate.its Subsidiaries; and (v) there has been no material increase in liabilities, liquidated or contingent, and no material decrease in assets of Borrower or any of its Subsidiaries; 4. The (j) each Lender shall have received a certificate (i) prepayment of its portion of the Secretary or an Assistant Secretary Revolving Loan to the extent that its share of the Borrower, dated outstanding Revolving Loan on the Eighth Amendment Effective Date, as to the incumbency and signature Date would exceed its Pro Rata Share of the officer(s) of the Borrower executing Revolving Loan as advanced by this Eighth Amendment and any certificate or other document to be delivered by it pursuant heretoAmendment, together with evidence of the incumbency of any amounts owing to such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in or Lender pursuant to the Credit Documents shall be true and correct in all material respects on and as Section 1.10(b) of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other (ii) each Lender shall have made additional Revolving Credit Documents shall be reasonably satisfactory in form and substance Advances to the Lender, and Borrower (which may be applied to make any repayments required pursuant to clause (ii) of this paragraph) to the Lender extent necessary to insure its portion of the Revolving Credit Loan to equal its Pro Rata Share thereof as amended by this Amendment; and (k) the Agent shall have received such other certificates, documents and agreements respecting this Amendment, the Replacement Notes or the Confirmation of Guaranty or any Credit Party, as Agent may, in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably its sole discretion, request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective on as of the date (the "Eighth Amendment ---------------- Effective Date") on which all each of the following conditions have been satisfied, as determined by Agent directed by the Required Lenders: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment Borrowers and Parent shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender Lenders and Agent this Agreement executed by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, an authorized officer of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base Borrowers 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.Parent; 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(b) of the Borrower executing this Eighth Amendment 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. 5. Each of the All representations and warranties made by of the Borrower in or pursuant to the Credit Documents Borrowers contained herein shall be true and correct in all material respects on and (without duplication of any materiality qualifier in the text of such representation or warranty) as of the Eighth Amendment Effective Date as if made on and as of such date (hereof except to the extent the same relate that any such representation or warranty relates to another, earlier date, a specific date in which case they such representation or warranty shall be true and correct in all material respects as of such earlier datedate (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof).; 6. No (c) Immediately prior to and immediately after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing Documents; (d) Concurrently or substantially concurrently with the effectiveness of this Agreement, the Bridge Facility shall have occurred been funded in accordance with the terms thereof yielding gross cash proceeds of not less than $20,000,000 to the Borrower Representative; (e) Concurrently or substantially concurrently with the effectiveness of this Agreement, the Purchased Assets Disposition shall have been consummated in accordance with the terms of the Purchase Agreement; (f) Concurrently or substantially concurrently with the effectiveness of this Agreement, not less than $11,400,000.00 of such proceeds shall have been applied to repay the Obligations under the Revolving Loan Agreement; (g) Concurrently or substantially concurrently with the effectiveness of this Agreement and be continuing. 7. All corporate and other proceedingsafter giving pro forma effect to the Purchased Assets Disposition, the Purchase Agreement Distribution, the Bridge Facility, the payments described in clause (f) above, and all documents, instruments and other legal matters transactions contemplated in connection with the transactions contemplated foregoing, Liquidity of the Credit Parties shall be no less than $11,400,000; (h) Gxxxxxxxx Txxxxxx, LLP shall have received from the Borrower payment of all reasonable fees and expenses incurred in connection with this Agreement documented by invoices delivered to the Borrower on or prior to the Sixth Amendment Effective Date, to the extent required to be paid pursuant to Section 13.14 of the Credit Agreement; (i) The Lenders and Agent shall have received this Eighth Amendment, Agreement executed by each of the Existing Lenders constituting at least the Required Lenders; and (j) The Lenders and Agent shall have received executed counterparts of (i) an amendment to the Revolving Loan Agreement and (ii) an amendment to the Avenue Term Loan Credit Agreement, the Credit Agreement in each case, which amendments are effective concurrently herewith and the other Credit Documents shall be reasonably satisfactory in form and substance satisfactory to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestRequired Lenders. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment shall become effective upon satisfaction of the following conditions precedent (the effective date of this Amendment, the “Third Amendment Effective Date”): (a) on or prior to the date of this Amendment, the Third Amendment Arranger shall have received the following: (i) counterparts to this Amendment duly executed by Holdings, the Borrower, the Administrative Agent and the modifications Required Lenders; (ii) executed counterparts from each Loan Party of the Guarantee and Collateral Acknowledgement substantially in the form attached hereto as Exhibit A; and (iii) all fees (other than the Amendment Fee) required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) required to be paid under this Amendment; (b) on or prior to the Credit Agreement provided date of this Amendment, the Administrative Agent shall have received 50% of the Amendment Fee for hereinthe account of each Lender consenting to the Amendment in accordance with Section 12 hereof; (c) on or prior to the Third Amendment Effective Date: (i) the Administrative Agent shall have received the remaining 50% of the Amendment Fee for the account of each Lender consenting to the Amendment in accordance with Section 12 hereof; and (ii) the Third Amendment Arranger shall have received all other fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) required to be paid under this Amendment; and (d) the DTA Acquisition shall have been consummated. Notwithstanding the foregoing, the amendments described in Sections 2(a)(iii), 5(a) and 5(b) of this Amendment shall become effective on the date (the "Eighth of this Amendment ---------------- Effective Date") on which all upon satisfaction of the following conditions have been (or are -------------- concurrently beingprecedent set forth in Sections 14(a) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto14(b) hereof. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall not become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all until each of the following conditions precedent have been satisfied, as determined by the Agent; provided, however, that the agreement of the Banks set forth in Section 5 of this Agreement shall be effective immediately upon the execution of this Amendment: (or are -------------- concurrently beinga) satisfied: ---the Agent shall have received this Amendment duly executed and delivered by the Borrower, the Agent, and the Banks; 1. This Eighth Amendment (b) the Intercreditor Agreement shall have been duly executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment the parties thereto and all of the conditions to the effectiveness of the Intercreditor Agreement shall have been paid satisfied; (c) Xxxxxx shall have duly executed and delivered amendments to the Lender by Xxxxxx Documents in the Borrower.forms attached hereto as EXHIBIT C; 3. The Lender (d) Textron shall have duly executed and delivered amendments and amendments and restatements of the Textron Documents in forms attached hereto as EXHIBIT B and all of the conditions to the effectiveness of the Textron Amended and Restated Inventory Loan Agreement (as defined in the Intercreditor Agreement) shall have been satisfied; (e) the Agent shall have received a copyevidence, in form and substance reasonably satisfactory to it in its sole discretion, that Xxxxxx has released all of its liens on 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 Existing Mortgaged Property; and (f) 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. 4. The Lender shall have received a certificate of reimbursed the Secretary Agent for, or an Assistant Secretary of the Borrowerpaid directly, dated the Eighth Amendment Effective Dateall reasonable fees, as costs, and expenses incurred by legal counsel to the incumbency Agent and signature of the officer(s) of the Borrower executing this Eighth Amendment and any certificate or other document legal counsel to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 Liberty Bank for which the Borrower is has received an invoice. If the conditions set forth in this Section 7 shall not have been satisfied prior to March 31, 2004, Sections 2(b) and (c), 3, 4, and 6 of this Amendment shall be a partynull and void and of no force or effect.

Conditions to Effectiveness. This Eighth AmendmentAmendment shall be effective as of October 8, 1996, upon receipt by the Agent and the modifications Banks of the following, in form and substance satisfactory to the Credit Agreement provided for herein, shall become effective on Agent and the date Banks: (the "Eighth a) this Amendment ---------------- Effective Date") on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been duly executed and delivered by each party hereto.of the Borrowers, the Parent, HOS, the Banks and the Agent; (b) amended and restated Revolving Credit Notes duly executed and delivered by each of the Borrowers in favor of each Bank, in the form of Exhibit A hereto and completed with appropriate insertions; (c) an Amendment fee in the amount of $37,500 payable to the Agent for the pro-rata accounts of the Banks; (i) amendments to each of the Vessel Mortgages to reflect (A) the grant of a first priority perfected security interest in the following additional Vessels: Big Blue River (Official Number 646579), Ruby River (Official Number 600765), and Llano River (Official Number 587996) and (B) this Amendment and Amendment No. 2. All payments required under Article V, Section 1 dated as of September 25, 1996, duly executed and delivered by Marine Assets or HOS, as appropriate, and the Agent and (ii) evidence of the filing and recordation (in the form of a Certificate of Ownership and Encumbrance acceptable to the Agent and the Banks) of such amendments with the U.S. Coast Guard (in the case of the U.S. Vessel Mortgage and the HOS Vessel Mortgage) or the Office of the Deputy Commissioner of Maritime Affairs for The Republic of Vanuatu (in the case of the Vanuatu Vessel Mortgage); provided that, the requirements of this Eighth Amendment 4(d) shall have been paid be deemed satisfied if the Borrowers shall provide the Banks and the Agent with such evidence of the filing and recordation of the amendments to the Lender by Vessel Mortgages no later than October 17, 1996; (e) a legal opinion, addressed to the Borrower. 3. The Lender shall have received a copyBanks and the Agent, dated the date hereof, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base Banks and the executionAgent, delivery and performance of this Eighth Amendmentfrom Jones, certified by the Secretary or an Assistant Secretary of the Borrower as of the Eighth Amendment Effective DateWalker, which certificates shall state that the resolutions or authorizations thereby certified have not been amendedWaechter, modifiedPoitevent, revoked or rescinded as of the date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the BorrowerCarrerre & Xxxxxxx, dated the Eighth Amendment Effective DateL.L.P., as counsel to the incumbency Parent, the Borrowers, and signature of the officer(sHOS; (f) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or pursuant satisfactory 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement Banks and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence Agent that all requisite corporate approval of the transactions contemplated hereby has been obtained, including without limitation delivery of copies, certified by the secretary of each of the Borrowers, HOS and the Parent, of votes of such Person's respective board of directors authorizing the transactions contemplated hereby, and (g) any other document or thereby as it shall instrument the Agent and the Banks may reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. (a) This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all each of the following conditions shall have been occurred and the Administrative Agent shall have received evidence reasonably satisfactory to it of such occurrence (or are -------------- concurrently beingthe “Effective Date”): (i) satisfied: --- 1. This Eighth Amendment this Agreement shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower., the Guarantors and the Amended and Restated Lenders; 3. The Lender (ii) the Administrative Agent shall have received a copysuch 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 (X) Xxxxxxxx & Xxxxxxxx, LLP, counsel to the Loan Parties and (B) in-house counsel to the Borrower, in each case, dated the Effective Date and in form and substance reasonably satisfactory to the Lender, of Administrative Agent and its counsel; (iv) the corporate resolutions of the Borrower, authorizing the revision payments and repayments specified 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. 4. The Lender Section 4.01(b) below shall have received a certificate of been made; (v) the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default Bankruptcy Court shall have occurred and be continuing. 7. All corporate and other proceedingsentered, and all documentsbefore May 5, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment2008, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be 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 3:00 p.m. (New York City time) on May , 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 Commitments of each such Amended and Restated Lender who are Tranche C Lenders, 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 Lender Administrative Agent in its sole discretion, the Original Lenders of each Class which are party to this Agreement and the Additional Lenders of such Class shall have received make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans of such other documents Class are held ratably by such Lenders in respect 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 aspect or consequence such prepayment; (iii) if any Letters of Credit are outstanding on the Effective Date, the undivided interests and participations therein of the transactions contemplated hereby or thereby as it 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 reasonably request.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 Xxxxxx’s Tranche A Commitment Percentage; 8. 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 (iv) the Borrower is 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 a partyhereby 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 this Agreement; and (vii) the Original Lenders that are not party to this Agreement shall no longer be Lenders hereunder.

Conditions to Effectiveness. This Eighth AmendmentProvided that no Default or Event of Default shall then exist, and the modifications this First Amendment shall be deemed to the Credit Agreement provided for herein, shall become be effective on as of the date (the "Eighth Amendment ---------------- Effective DateEFFECTIVE DATE") which is the later to occur of (a) June 28, 1996, and (b) the date on which all the Administrative Agent shall have received each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed for the benefit of the Banks and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copyAgents, in form and substance reasonably satisfactory to the LenderAdministrative Agent and the Banks: a. This First Amendment to Credit Agreement duly executed and delivered by the Company and each of the Agents and the Banks; b. The duly executed Ratification and Confirmation to Guaranty duly executed and delivered by the Ultimate Parent in favor of the Banks (a form of such Ratification and Confirmation is annexed as Exhibit B hereto) (the "ULTIMATE PARENT RATIFICATION"); c. The duly executed Ratification and Confirmation to Guaranty duly executed and delivered by the Parent in favor of the Banks (a form of such Ratification and Confirmation is annexed as Exhibit C hereto) (the "PARENT RATIFICATION"); d. The duly executed replacement Notes, as appropriate, to evidence the change in each Bank's respective Commitment amount with respect to the Loans (forms of such replacement Notes are annexed as Exhibits D-1 through D-12 hereto) (collectively, the "REVISED NOTES"); e. True, complete and accurate copies, duly certified by an officer of the Company, of the all documents evidencing any necessary corporate resolutions of the Borroweraction, authorizing the revision in the Revolver Borrowing Base resolutions, consents and governmental approvals, if any, required for the execution, delivery and performance of this Eighth First Amendment, the Revised Notes, and any other document, instrument or agreement executed or delivered in connection therewith by the Company; f. True, complete and accurate copies, duly certified by the Secretary or an Assistant Secretary officer of the Borrower Ultimate Parent, of all documents evidencing any necessary corporate action, resolutions, consents and governmental approvals, if any, required for the execution, delivery and performance of the Ultimate Parent Confirmation and any other document, instrument or agreement executed or delivered in connection therewith by the Ultimate Parent; g. True, complete and accurate copies, duly certified by an officer of the Parent, of all documents evidencing any necessary corporate action, resolutions, consents and governmental approvals, if any, required for the execution, delivery and performance of the Parent Confirmation and any other document, instrument or agreement executed or delivered in connection therewith by the Parent; h. An opinion of counsel to the Company, the Ultimate Parent and the Parent addressed to the Agents and the Banks dated 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance satisfactory to the LenderAgents; and, i. Such other documents, instruments or agreements as the Agents and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall Banks may reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, The effectiveness of this Agreement and the modifications obligation of each L/C Issuer and each Lender to the make its initial Credit Agreement provided for herein, shall become effective on the date Extension hereunder is subject to satisfaction (the "Eighth Amendment ---------------- Effective Date"or waiver in compliance with Section 10.1) on which all of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to each Arranger, the Administrative Agent and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each Loan Party; (ii) a Note executed by the Borrowers in favor of each Lender requesting a Note; (iii) executed counterparts of such amendments to the Collateral Documents and the Guaranty as the Administrative Agent deems necessary or advisable in connection with the amendment and restatement of the Existing Credit Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Parent Borrower, together with: (A) copies of any Uniform Commercial Code, judgment, tax lien, intellectual property, or other searches reasonably requested by the Administrative Agent with respect to the Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.1 have been or contemporaneously will be released or terminated (or are -------------- concurrently beingotherwise provided for in a manner reasonably acceptable to the Administrative Agent); and (B) satisfied: --- 1. This Eighth Amendment evidence that all other actions, recordings and filings that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Collateral Documents have been taken or made (including receipt of duly executed payoff letters, UCC-3 termination statements and consent agreements, if applicable) or arrangements therefor satisfactory to the Administrative Agent shall have been executed made; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party (other than Lux Holdco), as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party; (v) such documents, agreements and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party (other than Lux Holdco) is duly organized or formed, and that each of the Loan Parties is validly existing and in good standing (to the extent that such latter concept is applicable in the relevant jurisdiction) in its jurisdiction of organization; (vi) a favorable opinion of Akin Gump Xxxxxx Xxxxx & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (vii) a favorable opinion of local counsel to the Loan Parties in, Nevada, addressed to the Administrative Agent and each Lender, covering such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) a favorable opinion of local counsel to the Loan Parties in Luxembourg, addressed to the Administrative Agent and each Lender, covering such customary matters concerning Lux Holdco as the Required Lenders may reasonably request; (ix) a certificate of a Responsible Officer of the Parent Borrower either (1) attaching copies of all consents (including, without limitation, from any Governmental Authority, shareholder or other third-party), licenses and approvals required in connection with the execution, delivery and performance by any Loan Party and the validity against any Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect (except that the following consents do not need to be attached to such certificate to the extent delivered to the Administrative Agent as attachments to any other certificate delivered on the Closing Date: (A) any consents of a member or partner of a Loan Party that are required with respect to the pledge of equity under such Loan Party’s Organization Documents and (B) any resolutions by each party hereto.Loan Party’s governing body authorizing and approving the Loan Documents), or (2) stating that no such consents, licenses or approvals are so required; 2. All payments required under Article V, Section 1 (x) a certificate signed by a Responsible Officer of this Eighth Amendment shall the Parent Borrower certifying that the conditions specified in Sections 4.2(a) and (b) have been paid to satisfied; (xi) projections of the Lender consolidated balance sheets, results of operations, cash flow and Availability for the Parent Borrower and its consolidated Subsidiaries covering the period from July 1, 2019 through the Maturity Date, prepared on a quarterly basis for the fiscal year ending on December 31, 2019 and an annual basis for each fiscal year ending December 31, 2020 and December 31, 2021 (the “Initial Projections”), prepared by a Responsible Officer of the Borrower. 3. The Lender shall have received a copyParent Borrower having responsibility over financial matters, all in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision Administrative Agent; (xii) a Solvency Certificate in the Revolver form attached hereto as Exhibit J, executed by a Responsible Officer of Parent Borrower; (xiii) a Borrowing Base Certificate prepared as of August 31, 2019 and accompanied by such supporting detail and documentation as is contemplated by the Borrowing Base Certificate and/or as shall be reasonably requested by the Administrative Agent (in a form comparable to that previously provided to the Administrative Agent); (xiv) all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the USA Patriot Act 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as Beneficial Ownership Regulation at least five (5) Business Days prior to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents shall be true and correct in all material respects on and as of the Eighth Amendment Effective Closing Date as if made on and as of such date (except to the extent the same relate have been requested at least ten (10) Business Days prior to another, earlier date, in which case they shall be the Closing Date; (xv) a certificate of a Responsible Officer of Lux Holdco certifying and attaching (as applicable) the following: (A) true and correct complete copies of the constitutional documents of Lux Holdco as in all material respects effect on the Closing Date; (B) an excerpt delivered by the RCS pertaining to Lux Holdco dated no earlier than one (1) Business Day prior to the Closing Date; (C) a non-registration certificate (certificat de non- inscription d’une decision judiciaire) from the RCS pertaining to Lux Holdco and dated no earlier than one (1) Business Day prior to the date of this Agreement, stating that no judicial decision has been registered with the RCS by application of article 13, items 2 to 11bis and article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the annual accounts of such earlier datecompanies, as amended (the “RCS Law”)., according to which Lux Holdco would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings; 6. No Default or Event (D) a copy of Default shall have occurred and be continuing.a resolution of the board of directors of Lux Holdco: 7. All corporate and other proceedings(I) approving the terms of, and the transactions contemplated by, this Agreement and the Loan Documents to which it is a party and resolving that it execute, deliver and perform this Agreement and the Loan Documents to which it is a party; (II) authorizing a specified person or persons to execute this Agreement and the Loan Documents to which it is a party on its behalf; and (III) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents, instruments documents and other legal matters notices to be signed and/or dispatched by it under or in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the Loan Documents to which it is a party; (E) a specimen of the signature of each person authorised by the resolution referred to in paragraph (D) above; and (F) that each copy document relating to Lux Holdco specified in this Section 4.1(a) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; (xvi) a certificate of a Responsible Officer of Lux Holdco certifying that: (I) it is not subject to bankruptcy (faillite), pre- bankruptcy, insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée); (II) it is not, on the date of the Agreement, in a state of cessation of payments (cessation de paiement) and has not lost its commercial creditworthiness; (III) no application has been made by it or, as far as it is aware, by any other Credit Documents shall person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any insolvency or similar proceedings; (IV) no application has been made by it for a voluntary or judicial winding-up or liquidation; and (V) borrowing or guaranteeing or securing, as appropriate, the Obligations would not cause any borrowing, guarantee, security or similar limit binding Lux Holdco to be exceeded; (xvii) such other assurances, certificates (including a perfection certificate, if requested), documents, reports (including any environmental reports), consents or opinions as the Administrative Agent, the L/C Issuers, or any Lender reasonably satisfactory in form may require. (b) The Administrative Agent, Lenders and substance to the Lender, and the Lender Arrangers shall have received such all fees and other documents in respect of any aspect amounts due and payable on or consequence of prior to the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the LenderClosing Date, including, without limitation, all filing and recording fees and Taxes and, to the extent invoiced at least two (2) Business Days prior to the Closing Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Parent Borrower hereunder (including all such reasonable fees, charges and disbursements of counsel to the Administrative Agent, paid directly to such counsel if requested by the Administrative Agent). Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document (a copy draft of any debt instrument, security agreement which such Lender has reviewed) or other material contract to which the Borrower is matter required thereunder to be consented to or approved by or acceptable or satisfactory to a partyLender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the first date (such date being referred to herein as the "Eighth Amendment ---------------- Effective DateEIGHTH AMENDMENT EFFECTIVE DATE") on which all (i) Borrowers shall have delivered to Agents a correct and complete copy of the following conditions have been commitment letter and related term sheet to be entered into by Stanfield Capital Partners, LLC (on behalf of certain of its related xx xxxxxxated entities), R2 Investments, LDC (on behalf of certain of its related or are -------------- concurrently beingassociated entities) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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 DateCompany, 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency commitment letter and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents term sheet 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the LenderAgents, and the (ii) Borrowers, Requisite Lenders and each Lead Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender each executed a counterpart hereof, and Company and Agents shall have received written or telephonic notification of such execution and authorization of delivery of such counterparts; provided, however, that notwithstanding anything contained in this Amendment or any of the Loan Documents to the contrary, (a) it shall be a condition subsequent to the effectiveness of this Amendment that (1) on or prior to July 21, 2005, Borrowers shall have paid in full all outstanding statements for fees and expenses of each additional documentof Collateral Agent and Administrative Agent and their respective experts and counsel (including, instrumentbut not limited to, legal opinion or item O'Melveny & Myers LLP, Wachtell, Lipton, Rosen & Katz, Pepper Hamilton LLP and Caxxxxxe Corporate Recovery LLC) xx the xxxenx xxxxxxxxx xx Company prior to 12:00 Noon (New York City time) on July 14, 2005, (2) Borrowers shall have paid, in immediately available funds, not later than two Business Days after either (x) the entry of information reasonably requested an order by the LenderBankruptcy Court approving the Equity Commitment Agreement or (y) if such order is stayed, includingthe date, without limitationif any, when such order ceases to be subject to such stay (the date of such entry or cessation, as the case may be, the "EQUITY COMMITMENT AGREEMENT APPROVAL DATE"), a copy nonrefundable amendment fee in the aggregate amount of $150,000 to Administrative Agent, for distribution to each Lender that has executed and delivered to Agents a counterpart of this Amendment prior to 12:00 Noon (New York City time) on June 30, 2005 according to the relative Revolving Commitments of all such Lenders, and (3) on or prior to the Equity Commitment Agreement Approval Date, the Bankruptcy Court shall have approved this Amendment and the payment of the fees described in clause (a)(2) of this proviso pursuant to an order in form and substance satisfactory to Agents, and (b) all amendments contained in or effected by this Amendment shall be immediately null and void, ab initio, and of no force and effect whatsoever, if any debt instrument, security agreement or other material contract to which of the Borrower conditions subsequent set forth in clauses (a)(1) through (a)(3) of this proviso is to be a partynot satisfied by the relevant date set forth in such clause.

Conditions to Effectiveness. 3.1 This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the date (such date, the "Eighth “Sixth Amendment ---------------- Effective Date"”) on which all of that the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto.satisfied: 2. All payments required under Article V, Section 1 (a) the Administrative Agent (or its counsel) shall have received counterparts of this Eighth Amendment that, when taken together, bear the signatures of (A) Lenders constituting the Required Lenders, (B) the Administrative Agent, (C) the Borrower and (D) the Guarantors; (b) the Administrative Agent shall have been paid received from the Borrower all reasonable and documented out-of-pocket expenses (including the reasonable fees and expenses of counsel for the Administrative Agent and the Arrangers) incurred in connection with this Amendment to the Lender by extent invoiced one business day prior to the Borrower.Sixth Amendment Effective Date; 3. The Lender (c) the Administrative Agent shall have received a copycertificate from the Borrower, dated as of the Sixth Amendment Effective Date, certifying that the conditions set forth in clauses (e) and (f) of this Section 3.1 have been satisfied; (d) the Administrative Agent shall have received such opinions of counsel from counsel to the Loan Parties, each of which shall be addressed to the Administrative Agent and the Lenders and dated the Sixth Amendment Effective Date and in form and substance reasonably satisfactory to 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.Administrative Agent; 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(e) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by of the Borrower and each other Loan Party contained in or pursuant to Article V of the Credit Documents Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Eighth Sixth Amendment Effective Date as if made on and as of such date (Date, except to the extent the same relate that such representations and warranties specifically refer to another, an earlier date, in which case they shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date).; 6. No (f) both before and immediately after giving effect to this Amendment, there shall exist no Default or Event of Default Default; and (g) the Borrower shall have occurred and be continuing. 7. All corporate and other proceedingspaid to the Administrative Agent, and all documents(i) for the account of each Term Lender that has returned an executed counterpart to this Amendment to the Administrative Agent prior to 12:00 p.m., instruments and other legal matters New York City time, on Friday, March 15, 2019, a fee in connection with an amount equal to 0.025% of the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, aggregate principal amount of such Term Lender’s Term Loans outstanding under the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance immediately prior to the LenderSixth Amendment Effective Date and (ii) for the account of each Revolving Credit Lender that has returned an executed counterpart to this Amendment to the Administrative Agent prior to 12:00 p.m., and the Lender shall have received such other documents New York City time, on Friday, March 15, 2019, a fee in respect of any aspect or consequence an amount equal to 0.025% of the transactions contemplated hereby or thereby as it shall reasonably requestaggregate principal amount of such Revolving Credit Lender’s Revolving Credit Commitments under the Credit Agreement immediately prior to the Sixth Amendment Effective Date. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Fourth Amendment shall become effective on as of the date (set forth above upon the "Eighth Amendment ---------------- Effective Date") on which all satisfaction of the following conditions have been (or are -------------- concurrently beingsuch effective date, the "Fourth Amendment Effective Date"): (a) satisfied: ---there shall exist no Default both immediately before and after giving effect to this Fourth Amendment; 1. This Eighth Amendment (b) the Administrative Agent shall have been received a counterpart signature page to this Fourth Amendment, duly executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in Administrative Agent, each Guarantor, the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Amendment, certified by the Secretary or an Assistant Secretary owners of the Borrower as Capital Stock of the Eighth Amendment Effective DateMission Borrower (the "Pledgors"), which certificates shall state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as and each of the date of such certificate.Term A Lenders; 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(c) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower set forth in or pursuant to the Credit Documents shall be true and correct in all material respects on and as of the Eighth this Fourth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of the date of this Fourth Amendment (except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier datedate and (2) that any representation or warranty that is qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all respects).; 6. No Default or Event of Default (d) the Mission Credit Agreement shall be amended on a substantially similar basis (but only as applicable) for the Mission Borrower, as the terms set forth in this Fourth Amendment; (e) the Borrower shall have occurred made the Term A Voluntary Prepayment plus all accrued and be continuing.unpaid interest on the Term A Voluntary Prepayment; and 7. All corporate (f) the Borrower shall have paid all reasonable invoiced fees and other proceedingsexpenses of the Administrative Agent's counsel, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the LenderXxxxxxxx PC, and the Lender Administrative Agent shall have received such evidence of payment of all other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, reasonable and documented out-of-pocket costs and expenses (including, without limitation, a copy legal fees and expenses) that have been invoiced prior to the effective date of any debt instrument, security agreement or other material contract to which the Borrower is to be a partythis Fourth Amendment.

Conditions to Effectiveness. This Eighth AmendmentThe provisions of this Agreement, except for the provisions in sections 5.01 and the modifications to the Credit Agreement provided for herein5.02 hereof (which shall become effective upon GSA-48 execution of this Agreement), shall become effective on upon the date (the "Eighth Amendment ---------------- Effective Date") on which occurrence of all of the following conditions have been events unless waived by consent of the Parties: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment The Bankruptcy Court shall have been executed and delivered entered by each party hereto. 2. All payments required under Article VSeptember 29, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy2008 an order, in form and substance reasonably satisfactory substantially similar to the Lenderform of order attached hereto as Exhibit D, approving this Agreement, and such order shall not have been stayed, reversed, or modified by the time this Agreement would otherwise have gone effective; and (b) 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 be effective unless such agreement explicitly and unconditionally authorizes the occurrence of the corporate resolutions 414(l) transfer as set forth herein, the freeze of the BorrowerDelphi HRP, authorizing the revision cessation of OPEB and the contemporaneous effectiveness of releases on behalf of the GM-Related Parties and Delphi-Related Parties as contained in the Revolver Borrowing Base and respective Benefit Guarantee Term Sheets; provided, however, that no statute, rule or regulation or order, judgment or decree of any court or administrative agency or other governmental entity shall be in effect which prohibits the execution, delivery and performance consummation of this Eighth Amendment, certified by the Secretary one or an Assistant Secretary more of the Borrower as of the Eighth Amendment Effective Datetransactions to be consummated under this Agreement, which certificates shall state unless such transaction is severed pursuant to section 7.21 hereof; provided further, however, that the resolutions substantial majority of all assets, whether real or authorizations thereby certified have not been amendedpersonal, modified, revoked used to produce any products pursuant to GM Purchase Orders shall be owned or rescinded as of the date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency leased by DAS (other than tooling owned by GM) and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or all obligations pursuant to the Credit Documents GM Purchase Orders shall be true and correct in all material respects on and as the responsibility of DAS. GM irrevocably consents to the performance of the Eighth Amendment Effective Date GM Purchase Orders by DAS and any Delphi-Related Party that is directly or indirectly wholly-owned by Delphi, as if made on and as directed by DAS; provided, however, that any change of such date (except the location of production shall require GM’s prior written consent. Regardless of whether the transaction is severed, each of the Parties shall use reasonable efforts to prevent the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedingsentry of, and all documentsto appeal promptly, instruments and any injunction or other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect order prohibiting one or consequence more of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.consummated under this Agreement. GSA-49

Conditions to Effectiveness. This Eighth AmendmentSection 8.1. The consents, waivers and amendments set forth in Sections 3, 4, and the modifications to the Credit Agreement provided for herein, 5 of this Second Amendment shall become be effective on the date first day (the "Eighth Amendment ---------------- Effective Date") on upon which all each of the following conditions precedent have been satisfied: (a) The Agent shall have received an original counterpart signature to each of (i) this Second Amendment, duly executed and delivered by the Borrowers, 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 are -------------- concurrently beingpaid 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) satisfied: --- 1. This Eighth All corporate action necessary for the valid execution, delivery and performance by the Borrowers of this Second Amendment shall have been executed duly and delivered by each party hereto. 2. All payments required under Article Veffectively taken, Section 1 of this Eighth Amendment and evidence thereof satisfactory to the Agent shall have been paid provided to the Lender 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 Borrower.holders of the Senior Secured Debt; 3. (f) The Lender 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 copyfavorable legal opinion addressed to the Lenders and the Agent, dated as of the Second Amendment Closing Date, in form and substance reasonably satisfactory to the LenderAgent from Dechert LLP, counsel to each of the corporate resolutions Borrowers; (i) Each of the BorrowerChevys Acquisition Documents shall have been duly executed and delivered by the respective parties thereto, authorizing shall be in full force and effect and shall be in form and substance satisfactory to the revision in the Revolver Borrowing Base Lenders 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. 4Agent. The Lender Agent shall have received a certificate fully executed copy, certified by a duly authorized officer on behalf of the Secretary or an Assistant Secretary Borrowers to be true, complete, and correct, of each of the Borrower, dated Chevys Acquisition Documents requested by the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(sAgent; (j) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations Unsecured Term Loan Documents shall have been duly executed and warranties made delivered by the Borrower respective parties thereto, shall be in or pursuant full force and effect and shall be in form and substance satisfactory to the Credit Lenders and the Agent. The Agent shall have received a fully executed copy, certified by a duly authorized officer on behalf of 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 be true and correct have been duly consummated on or prior to the Second Amendment Closing Date in accordance with the terms of the Chevys Acquisition Documents in all material respects on and as 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 Eighth Amendment Effective Date as if made on and as completion by the parties to the Chevys Acquisition Documents of such date (except 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 satisfaction or, to the extent consented to in writing by the same relate Agent, waiver, of all conditions to another, earlier date, closing set forth in which case they the Chevys Acquisition Documents; (l) The Unsecured Term Loan shall be true and correct 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 as without waiver or amendment of such earlier date). 6any term thereof unless consented to in writing by the Agent. No Default or Event of Default The Agent shall have occurred and received evidence, reasonably satisfactory to it, of the completion by the parties to the Unsecured Term Loan Documents of all actions to be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection taken prior to or concurrently with the closing of the transactions contemplated by this Eighth Amendmentthereby pursuant to the terms thereof, including without limitation, the Existing Credit Agreementsatisfaction or, to the Credit Agreement and extent consented to in writing by the other Credit Agent, waiver, of all conditions to closing set forth in the Unsecured Term Loan Documents; (m) The Security Documents shall be reasonably satisfactory 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 satisfactory to the Lender, Agent; and (n) The satisfaction of such other conditions as may be required by the Agent based upon due diligence review of the Chevys Acquisition Documents and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestUnsecured Term Loan Documents. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, The effectiveness of the waivers contained in Section 2 and 3 of this Amendment and of the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth amendments contained in Section 4 of this Amendment ---------------- Effective Date") on which all are conditioned upon satisfaction of the following conditions precedent, except that the waiver contained in Section 3 shall become effective upon satisfaction of all the following conditions precedent other than clauses (f) and (g) (the date on which all such conditions (or, with respect to the waivers contained in Section 3, all such conditions except clauses (f) and (g), as applicable) have been satisfied being referred to herein as the "Amendment Effective Date"): (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Administrative Agent shall have received a copy, in form and substance reasonably satisfactory signed written authorization from the requisite Lenders to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of execute 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. 4. The Lender and shall have received a certificate counterparts of this Amendment signed by the Borrower and the Agents, and counterparts of the Secretary or an Assistant Secretary consent of the Borrower, dated Guarantors attached hereto as Annex 1 (the Eighth Amendment Effective Date, as to the incumbency and signature "Consent") executed by each of the officer(sGuarantors (as defined in the Guarantee and Security Agreement); (b) of the Borrower executing this Eighth Amendment 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. 5. Each each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents Section 6 below shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date as if made Date; (c) the Administrative Agent shall have received payment in immediately available funds of all expenses incurred by the Administrative Agent (including, without limitation, legal fees) for which invoices have been presented, on and as or before the Amendment Effective Date; (d) the Borrower shall have paid to each of such date (except the Lenders executing this Amendment by April 10, 2003, an amendment fee equal to the extent product of .125% multiplied by the same relate to anotheramount of each such Lender's Commitment; (e) the Administrative Agent shall have received the executed legal opinions of each of Bass, earlier dateBerry & Sims PLC, in which case they Miles & Stockbridge and Kaye Scholer LLP, counsel tx xxx Boxxxxer and its Subsidiaries, regarxxxx xxxxxxxry matters (including, without limitation, the enforceability of this Amendment and the Credit Agreement, as amended, against all parties thereto, and no conflict with law or material agreements); (f) the Administrative Agent shall be have received true and correct in all material respects copies, certified as to authenticity by the Borrower, of such earlier date).the 2Q 2003 Senior Note Documentation; 6. No Default or Event of Default (g) the Borrower shall have occurred received at least (i) $150,000,000 in gross cash proceeds from the issuance and be continuing. 7. All corporate sale of the 2Q 2003 Senior Notes and other proceedings(ii) $42,000,000 (plus any additional amount necessary to consummate the purchase, repurchase or redemption of the MDP Stock as provided above) in gross cash proceeds from the issuance and sale of its common stock and all documents, instruments aspects of the Capital Markets Transactions and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents all documentation related thereto shall be reasonably satisfactory in form and substance to the Lender, and Administrative Agent; and (h) the Lender Administrative Agent shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby documents, instruments, certificates, opinions and approvals as it shall may reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all each of the following conditions is satisfied or waived: (a) The Administrative Agents shall have been executed this Amendment and the Administrative Agents (or are -------------- concurrently beingtheir counsel) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received an executed counterpart of this Amendment from Kraft and each of the Committing Lenders; (b) The Administrative Agents shall have received for the account of each Lender a copycertificate signed by a duly authorized officer of Kraft, dated the date hereof, stating that: (i) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the date hereof, and (ii) no event has occurred and is continuing on and as of the date hereof that constitutes a Default or Event of Default; (c) The Administrative Agents shall have received on or before the date hereof the following, each dated such day, in form and substance reasonably satisfactory to the Lender, Administrative Agents: (i) certified copies of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance Board of Directors of Kraft approving this Eighth Amendment, certified by including the Secretary or an Assistant Secretary increase in Commitments hereunder, and of the Borrower as of the Eighth Amendment Effective Dateall documents evidencing other necessary corporate action and governmental approvals, which certificates shall state that the resolutions or authorizations thereby certified have not been amendedif any, modifiedwith respect to this Amendment, revoked or rescinded as of the date of such certificate. 4. The Lender shall have received and (ii) a certificate of the Secretary or an Assistant Secretary of Kraft certifying the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency names and signature true signatures of the officer(s) officers of the Borrower executing Kraft authorized to sign this Eighth Amendment and any certificate or the other document documents to be delivered by it pursuant heretohereunder; and (d) The Administrative Agents shall have received favorable written opinions of (A) Cravath, together with evidence Swaine & Xxxxx LLP, special New York counsel to Kraft, (B) Hunton & Xxxxxxxx LLP, special Virginia counsel to Kraft and (C) internal counsel for Kraft of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier dateCravath, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedingseach case, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance reasonably satisfactory to the Lender, Administrative Agents. The Paying Agent shall notify Kraft and the Lender Lenders of the date on which this Amendment shall have received become effective upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3. The Paying Agent and the Committing Lenders agree and acknowledge that they may not, in relation to this Amendment and the increase in the Commitments contemplated hereby, take any action or do any thing described in paragraphs (a) through (e) of Section 3.04 of the Credit Agreement: (i) in relation to any misrepresentation or misstatement made under or in relation to this Amendment or contained in any document delivered pursuant to this Section 3 (unless such other documents in respect misrepresentation or misstatement constitutes a Certain Funds Event of Default); or (ii) because or as a result of any aspect or consequence condition precedent to effectiveness of the transactions contemplated hereby or thereby as it shall reasonably requestthis Amendment set out in this Section 3 subsequently being determined not to have been satisfied. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth AmendmentSection 1 and 2 of this Amendment and Waiver shall become effective as of the date hereof (the “Amendment and Waiver Effective Date”) when each of the conditions set forth in this Section 3 shall have been fulfilled to the satisfaction of the Administrative Agent. (a) The Administrative Agent shall have received counterparts of this Amendment and Waiver, duly executed and delivered on behalf of each of (i) the Loan Parties and (ii) the Required Lenders and the modifications Administrative Agent, or as to any of the foregoing parties, advice reasonably satisfactory to the Administrative Agent that each of the foregoing parties has executed a counterpart of this Amendment and Waiver. (b) The Borrower shall have paid all reasonable expenses (including the reasonable fees and expenses of Shearman & Sterling LLP) incurred in connection with the preparation, negotiation and execution of this Amendment and Waiver and other matters relating to the Credit Agreement provided for herein, shall become effective to the extent invoiced on or prior to the date (the "Eighth Amendment ---------------- and Waiver Effective Date". (c) on which all The Borrower shall have paid to the Administrative Agent, for the ratable account of each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been Lenders that has executed and delivered by each party heretoa counterpart of this Amendment and Waiver to the Administrative Agent prior to 5:00 PM (New York City time) on October 4, 2007, an amendment fee of 0.25% on the aggregate amount of the Commitments and Loans of such Lender. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. (d) The Lender Administrative Agent shall have received a copy, in form and substance reasonably satisfactory to 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. 4. The Lender shall have received (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature each of the officer(sLoan Parties certifying (A) the names and true signatures of the Borrower executing officers of each of the Loan Parties authorized to sign this Eighth Amendment and any certificate or Waiver and the other document documents to be delivered by it pursuant hereto, together with evidence hereunder and (B) the resolutions of the incumbency Board of such Secretary Directors of the Loan Parties evidencing approval for this Amendment and Waiver and (ii) a certificate of an officer of each of the Loan Parties certifying (A) that no authorization or Assistant Secretary. 5. Each approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, or any third party to any agreements and instruments is required for the due execution, delivery or performance by each of the Loan Parties of this Amendment and Waiver, (B) the representations and warranties made by the Borrower contained in or pursuant to the Credit Documents shall be Section 4 of this Amendment and Waiver are true and correct in all material respects (without duplication of any materiality qualifier contained in any such representations and warranties) on and as of the Eighth such date, after giving effect to this Amendment Effective Date and Waiver, as if though made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true other than any such representations or warranties that by their terms refer to a specific date and correct in all material respects as of such earlier date). 6. No (C) no Default or Event of Default shall have (other than the Event of Default that is being waived pursuant to this Amendment and Waiver) has occurred and be is continuing. 7. (e) The Administrative Agent shall have received a favorable opinion of Xxxxxxxx Xxxx LLP, counsel to the Loan Parties, on such matters concerning the Loan Parties and this Amendment and Waiver as the Administrative Agent may reasonably request. (f) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents documents executed or submitted pursuant hereto shall be reasonably satisfactory in form and substance to the Lender, Administrative Agent and Shearman & Sterling LLP as counsel to the Lender Administrative Agent. The Administrative Agent and its counsel shall have received all information and such counterpart originals or such certified or other documents in respect copies of any aspect such materials as the Administrative Agent or consequence its counsel may reasonably request, and all legal matters incident to the transactions contemplated by this Amendment and Waiver shall be reasonably satisfactory to the Administrative Agent and its counsel. (g) No Default or Event of Default (other than the Event of Default that is being waived pursuant to this Amendment and Waiver) shall have occurred and be continuing, or would occur as a result of the transactions contemplated hereby or thereby as it shall reasonably requestby this Amendment and Waiver. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications The following are conditions precedent to the Credit Agreement provided for herein, shall become effective on occurrence of the date (the "Eighth Amendment ---------------- Effective Date") , each of which must be satisfied on which all or prior to the Effective Date or waived in accordance with ‎Section 12.3 of the following conditions have been Plan: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment The Confirmation Order shall have been executed entered and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall not be subject to a stay nor have been paid to the Lender rescinded, vacated or reversed on appeal; (b) The Restructuring Support Agreement shall not have been terminated by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, any of the corporate resolutions of parties thereto and, whether or not the BorrowerRestructuring Support Agreement has been terminated, 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. 4. The Lender shall have received no event giving rise to a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default termination event thereunder shall have occurred and be continuing.; 7. All corporate (c) The conditions to the obligations of the Backstop Parties and the Debtors under the Backstop Agreement shall have been satisfied or waived in accordance with the terms of the Backstop Agreement (other proceedingsthan the condition that the Effective Date shall have occurred), and the Backstop Agreement shall be in full force and effect and binding on all documentsparties thereto; (d) The Rights Offering shall have been consummated in all material respects in accordance with Rights Offering Procedures and the Backstop Agreement, instruments and other legal matters in connection with no event giving rise to a termination event thereunder shall have occurred and be continuing; (e) The Debtors shall have implemented the Restructuring Transactions and all transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement Plan and the other Credit Documents RSA, in a manner consistent in all respects with the RSA and the Plan; (f) All reasonable and documented fees and expenses of the Supporting Noteholders and NGL payable under the Restructuring Support Agreement shall have been paid in full in cash in accordance with the terms of the Restructuring Support Agreement; (g) All documents and agreements necessary to implement the Plan, including the Plan Supplement, shall be reasonably satisfactory in form and substance reasonably acceptable to the Lender, Required Supporting Noteholders and shall have been executed; (h) The New NGL Agreement shall be in form and substance reasonably acceptable to NGL and the Lender Required Supporting Noteholders and shall have been executed; (i) Any amendments, modifications or supplements to the Plan that adversely affect the New NGL Agreement shall be in form and substance acceptable to NGL; (j) The Debtors shall have received such other all authorizations, consents, regulatory approvals, rulings, letters, no-action letters, opinions or documents in respect of any aspect that are necessary to implement the Plan and that are required by law, regulation or consequence order; and (k) Each of the transactions contemplated hereby or thereby New Certificate of Incorporation, the New Bylaws, the Reorganized Subsidiary Debtors’ Certificates of Incorporation, the Reorganized Subsidiary Debtors’ Certificates of Formation, the Reorganized Subsidiary Debtors’ Operating Agreements, as it shall reasonably requestapplicable, will be in full force and effect as of the Effective Date. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications The amendments to the Credit Agreement provided for herein, set forth in this Fifth Amendment and the Commitment Reduction shall become effective on the date (the "Eighth “Fifth Amendment ---------------- Effective Date"”) on which all each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment set forth in this Section 4 shall have been satisfied (it being understood that the conditions in clauses (d), (e), (f) and (g) may be satisfied concurrently with the occurrence of the Fifth Amendment Effective Date): the Administrative Agent shall have received (i) Extension Consents from Fifth Amendment Extending Lenders in an amount sufficient to satisfy the Minimum Acceptance Threshold, (ii) Lender Consents from the General Amendment Consenting Lenders constituting Required Lenders and each Existing Lender and (iii) counterparts of this Fifth Amendment, duly executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 on behalf of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of (i) the Borrower, authorizing (ii) the revision in Guarantors and (iii) 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 Issuing Banks; as of the Eighth Fifth Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing, or would occur immediately after giving effect to the transactions contemplated by this Fifth Amendment; each of the representations and warranties of the Borrower and the Guarantors set forth in Section 3 shall be true and correct in all material respects (or, as to any representations and warranties that are otherwise qualified as to materiality or Material Adverse Effect, in all respects) on the Fifth Amendment Effective Date, except to the extent any such representation or warranty is stated to relate to an earlier date in which certificates case such representation and warranty shall state be true and correct in all material respects (or, as to any representations and warranties that the resolutions are otherwise qualified as to materiality or authorizations thereby certified have not been amendedMaterial Adverse Effect, modified, revoked or rescinded in all respects) on and as of such earlier date; ​ ​ -4- ​ ​ ‌ ​ ‌ ​ the date of such certificate. 4. The Lender Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary or other duly appointed officer of the Borrower containing specimen signatures of the persons authorized to execute this Fifth Amendment and the Credit Documents being executed by the Borrower in connection therewith on the Borrower’s behalf, together with (x) a copy of resolutions of the board of directors of the Borrower authorizing the execution and delivery of this Fifth Amendment and the Credit Documents being executed and delivered by the Borrower in connection therewith, (y) a copy of the Borrower’s memorandum of association and articles of association or other organizational documents filed in its jurisdiction of incorporation, and bylaws and other governing documents, if any, of the Borrower, and (z) a certificate of incorporation or organization and a certificate of good standing (or their equivalents), to the extent applicable in the relevant jurisdiction, from the appropriate Governmental Authority of the Borrower’s jurisdiction of incorporation or organization; the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Banks and dated as of the Eighth Fifth Amendment Effective Date) of A) Xxxxx Xxxxx LLP, as New York counsel for the Borrower, and (B) Xxxxx Xxxxx, Cayman Islands counsel for the Borrower, in each case covering such matters with respect to the incumbency and signature of the officer(s) of the Borrower executing Borrower, this Eighth Fifth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to entered into on the LenderFifth Amendment Effective Date, and the transactions contemplated by the Credit Documents, as the Administrative Agent shall reasonably request; the Administrative Agent shall have received a certificate of the President, a Vice President, or Chief Financial Officer of the Borrower as to the satisfaction of all conditions set forth in Section 4(b) and (c) above; the Administrative Agent shall have received a duly completed and executed Note for each of the Fifth Amendment Extending Lenders that has requested such Note prior to the Fifth Amendment Effective Date as provided in Section 2.8(e) of the Amended Credit Agreement; provided that, to the extent such Fifth Amendment Extending Lender holds an existing Note, such Fifth Amendment Extending Lender shall have received returned (or made arrangements reasonably satisfactory to the Borrower to promptly return) to the Borrower such other documents in respect of any aspect or consequence existing Note; to the extent required to be paid by the Borrower pursuant to Section 10.13 of the transactions contemplated hereby Credit Agreement (and not otherwise waived by the Administrative Agent or thereby as it shall reasonably request. 8. The Lender the Collateral Agent), the Administrative Agent and the Collateral Agent (or their respective counsels) shall have received each additional documentreceived, instrumentto the extent invoiced no later than two Business Days prior to the Fifth Amendment Effective Date, legal opinion or item payment of information reasonably requested by all reasonable and documented out-of-pocket expenses incurred in connection with the Lenderpreparation, including, without limitation, a copy negotiation and execution of any debt instrument, security agreement or other material contract to which the Borrower is to be a party.this Fifth Amendment (including all such expenses as separately agreed in writing);

Conditions to Effectiveness. Section 2.1. This Eighth Third Amendment shall become effective as the date hereof when executed counterparts of this Third Amendment, duly executed by the Company and the modifications holders of 100% of the outstanding Notes shall have been delivered to the Credit Noteholders. The changes to the Note Purchase Agreement provided for herein, effectuated by Article I of this Third Amendment shall become effective on the date (such date, the "Eighth “Third Amendment ---------------- Effective Date"”) on which when all of the following conditions have been (or are -------------- concurrently beingor, in the case of subsections (a), (b) and (c) below, substantially contemporaneously will be) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 provided that such satisfaction occurs on or before the day 60 days after the date of this Eighth Amendment shall have been paid to Third Amendment: (a) the Lender by the Borrower. 3. The Lender Noteholders shall have received a copy, in form and substance evidence reasonably satisfactory to them that the LenderBank Credit Agreement have been amended substantially as proposed in the from annexed hereto annexed hereto as Exhibit B; (b) the holders of Notes shall have received evidence reasonably satisfactory to them that the Note Purchase Agreement dated as of June 27, 2013 has been amended substantially as proposed in the form annexed hereto as Exhibit C; (c) the representations and warranties of the corporate resolutions Company set forth Section 5 of the BorrowerNote Purchase Agreement, authorizing as amended by this Third Amendment, are true and correct on and with respect to the revision in date hereof; (d) the Revolver Borrowing Base Specified Convertible Senior Notes and the executiontransactions related thereto shall have closed, and the gross proceeds from the issuance of the Specified Convertible Senior Notes shall not be less than $75,000,000; and (e) the Company shall have paid the fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery and performance of this Eighth Third Amendment, certified by together with the Secretary or an Assistant Secretary outstanding invoice of August 19, 2020 previously delivered to the Borrower as of Company, to 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 extent invoiced within three (3) Business Days of the date of such certificate. 4this Third Amendment. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.​ ​

Conditions to Effectiveness. This Eighth Amendment, and the modifications Amendment is subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction in full of the following conditions (the first date on which all such conditions have been satisfied being herein called the "Effective Date"): (or are -------------- concurrently beingA) satisfied: --- 1. This Eighth Amendment the Lender shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 received counterparts of this Eighth Amendment which, when taken together, bear the signatures of all parties hereto; (B) the Lender shall have been paid received an Acknowledgment (in form and substance satisfactory to the Lender Lender) executed by the Borrower.Borrower and the Custodian confirming that the Securities Agreement remains in full force and effect; 3. The (C) the Lender shall have received a copypromissory note in the form of Exhibit A to the Loan Agreement in the amount of $600,000,000 (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, in form and substance reasonably satisfactory dated the Effective Date, addressed to the Lender, of to the corporate resolutions effect that this Amendment and the New Note have been duly executed and delivered by the Borrower and, together with the Loan Agreement as hereby amended, constitute the legal, valid and binding obligations of the Borrower, authorizing the revision enforceable in the Revolver Borrowing Base 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 Eighth AmendmentAmendment or the New Note or to the borrowings thereunder is required by law, certified by the Secretary or an Assistant Secretary of the Borrower as of the Eighth Amendment Effective Dateif any such consent or approval is necessary it has been obtained, which certificates opinion shall state that be satisfactory to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of Lender; (E) the date of such certificate. 4. The Lender shall have received (i) a certificate of the Secretary or an Assistant Secretary Manager of the Borrower, dated the Eighth Amendment Effective Date, as to Date and certifying that (1) the incumbency and signature provisions of the officer(sOperating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of this Amendment, the New Note and the 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 and (2) neither the certificate of organization nor the Operating Agreement of the Borrower executing this Eighth Amendment have been amended since February 5, 1998 and any certificate (ii) such other documents as the Lender or other document to be delivered by it pursuant heretoXxxxxx, together with evidence of Xxxxx & Bockius LLP, counsel for the incumbency of such Secretary or Assistant Secretary.Lender, may reasonably request; and 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents shall be true and correct in (F) all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents Amendment shall be reasonably satisfactory in form and substance to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become be effective on the date (the "Eighth “Amendment ---------------- Effective Date"”) on which all of the following conditions have been satisfied or waived: a. Each of Dealer and Counterparty shall have performed all of the obligations required to be performed by it hereunder on or prior to the date required hereby; b. Counterparty shall have agreed to sell, and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (the “Block Placement Banks”) shall have agreed to buy, an aggregate of 1,049,699 Shares (the “Aggregate Hedge Shares”) at a price of USD 43.76 per share (the “Block Price”) under Rule 144, pursuant to such terms and conditions as may be agreed between Counterparty and the Block Placement Banks; c. Dealer shall have sold an aggregate of 445,617 Shares to one or are -------------- concurrently being) satisfied: ---more other financial institutions at the Block Price per share, as an adjustment to its Hedge Position in respect of the Transaction; 1. This Eighth Amendment d. all documents and instruments, required by law or reasonably requested by Dealer to be filed, registered or recorded to create and/or re-confirm any additional security interests intended to be created by the Security Deed and perfect or record such security interests shall have been filed, registered or recorded or delivered to Dealer for filing, registration or recording; e. the Supplemental Security Deed shall have been duly executed and delivered by each party hereto. 2. All payments and perfection steps over the Collateral Shares required under Article V, Section 1 of this Eighth Amendment in the relevant jurisdiction shall have been paid to the Lender by the Borrower.completed; 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each f. all of the representations and warranties made by the Borrower in or pursuant to the Credit Documents of Counterparty hereunder shall be true and correct correct; g. Counterparty shall have provided to Dealer (i) a legal opinion of Xxxxxxxx Xxxxxx XXX, as Dutch counsel to Counterparty, (ii) a legal opinion of Xxxxxx & Xxxxxxx LLP, as English counsel to Counterparty and (iii) a legal opinion of Xxxxxx & Xxxxxxx LLP, as U.S. counsel to Counterparty, in all material respects on each case addressed to Dealer and as in the form agreed to between Counterparty and Dealer; and h. Dealer and the Block Placement Banks shall have settled the sale of the Eighth portion of the Aggregate Hedge Shares corresponding to the Confirmation, as amended by this Amendment, if any. If the Amendment Effective Date shall not have occurred by November 29, 2016 (or such later date as if made on agreed upon by the parties hereto), this Amendment shall automatically terminate and as cease to be of such date (except to further effect and the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default parties shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters no obligations in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents than (x) in respect of any aspect breaches of representations or consequence covenants on or prior to such date and (y) pursuant to Section 6 below. Each of Dealer and Counterparty agree to use commercially reasonable efforts to cause the transactions contemplated hereby Amendment Effective Date to occur on or thereby as it shall reasonably requestprior to November 29, 2016. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and Amendment shall be effective as of the modifications to the Credit Agreement provided for herein, date first above written but shall not become effective on as of such date until the date (the "Eighth Amendment ---------------- “Effective Date"”) on which all that each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto.satisfied: 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. (a) The Lender shall have received a copyeach of the following documents, in each case in form and substance reasonably satisfactory to the Lender, (i) This Amendment duly executed by each Borrower; (ii) An Amended and Restated Note duly executed by each Borrower in the amount of the corporate Commitment; (iii) Certified copies of (x) the articles of incorporation and code of regulations of each Borrower, (y) the resolutions of the Borrower, Board of Directors of each Borrower authorizing the revision in the Revolver Borrowing Base and approving this Amendment and the executiontransactions contemplated hereby, delivery and performance of (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to 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.Agreement; 4. The Lender shall have received a (iv) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the Borrower, names and true signatures of the officers of each Borrower authorized to sign this Amendment and the other Loan Documents to be delivered hereunder; (v) Certificates from the Secretary of State of Ohio each dated a date reasonably close to the Eighth Amendment Effective Date, Date as to the incumbency and signature good standing of the officer(sBorrowers; (vi) A certificate of a Responsible Officer of each Borrower certifying that as of the Borrower executing Effective Date (i) no Default or Event of Default has occurred and is continuing, and (ii) the representations and warranties contained in this Eighth Amendment are true and correct; and (vii) Such other approvals, opinions and documents relating to this Amendment and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretarytransactions contemplated hereby as the Lender may reasonably request. 5. (b) Each of the representations and warranties made by the of each Borrower contained in or pursuant to the Credit Documents this Amendment 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date)Date. 6. (c) No Default or Event of Default has occurred and is continuing, or would result from the effectiveness of this Amendment. (d) It shall not be unlawful (i) for the Lender to perform any of its agreements or obligations under this Amendment or any of the other Loan Documents to which such Person is a party on the Effective Date or (ii) for any Borrower to perform any of its material agreements or obligations under this Amendment or any of the other Loan Documents to which it is a party as of the Effective Date. (e) No event or condition shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters resulted in connection with a Material Adverse Effect since the transactions contemplated by this Eighth Amendment, date of the Existing last Borrowing under the Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, Amendment and the modifications to amendment and restatement of the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- “Effective Date"”) on which all each of the following conditions shall have been occurred and the Administrative Agent shall have received evidence reasonably satisfactory to it of such occurrence: (or are -------------- concurrently beingi) satisfied: --- 1. This Eighth this Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender , the Guarantors and the Amended and Restated Lenders, (ii) the Administrative Agent shall have received a copysuch 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 counsel to the Loan Parties, dated the Effective Date, in form and substance reasonably satisfactory to the LenderAdministrative Agent and its counsel, of (iv) the corporate resolutions of the Borrower, authorizing the revision payments and repayments specified 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. 4. The Lender paragraph 7 below shall have received a certificate of been made, (v) before November 23, 2007, the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default Bankruptcy Court shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be entered an order reasonably satisfactory in form and substance to the Lender, Administrative Agent authorizing the amendment and restatement of the Credit Agreement in accordance with this Amendment and the Lender payment by the Borrower to the Administrative Agent of all fees referred to herein or in that certain Third Amendment Amended and Restated Fee Letter dated the date hereof, (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 3:00 p.m. (New York City time) on November 19, 2007 (or such other documents later deadline as may be indicated by the Administrative Agent for receipt of signature) in respect of any aspect or consequence an amount equal to 100 basis points of the transactions contemplated hereby or thereby Commitments of each such Amended and Restated Lender, as it shall reasonably request. 8. The Lender set forth on Annex A to the document attached as Exhibit A hereto and (vii) the Administrative Agent shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, including, without limitation, a copy payment in cash in full of any debt instrument, security agreement or other material contract fees owing to which the Borrower is Administrative Agent pursuant to be a partythat certain Third Amendment Fee Letter dated the date hereof.

Conditions to Effectiveness. This Eighth Amendment, amendment and restatement of the modifications to the Existing Credit Agreement provided for herein, shall not become effective on until the date (the "Eighth Amendment ---------------- Effective Date") on which all each of the following conditions have been shall be satisfied (or are -------------- concurrently beingwaived in accordance with Section 9.07): (a) satisfied: --- 1. This Eighth Amendment the Administrative Agent shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 received counterparts of this Eighth Amendment shall have been paid to the Lender Agreement executed by the Borrower.Borrowers, the Lenders and the Administrative Agent; 3. The Lender (b) the Administrative Agent shall have received a copyfavorable written opinion of (i) Xxxxxx X. Xxxx, Esq., in-house counsel to the Borrowers and (ii) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel to the Borrowers, dated the Amendment Closing Date and addressed to the Administrative Agent and the Lenders, covering such matters relating to the Borrowers, this Agreement and the transactions contemplated thereby as the Administrative Agent shall reasonably request; (c) the Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Borrower, the authorization of this Agreement and the transactions contemplated hereby and thereby and any other legal matters relating to the Borrowers, the Loan Documents, this Agreement or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the LenderAdministrative Agent; (d) All principal, interest, fees and other amounts accrued for the accounts of or owed to the corporate resolutions Lenders under the Existing Credit Agreement (whether or not due at the time) shall have been paid in full, the commitments under such Existing Credit Agreement shall have been terminated and all Existing Roll-Over Letters of Credit issued thereunder shall have rolled-over in accordance with this Agreement; (e) On 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 Closing 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower set forth in 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 (except to the extent the same relate to another, earlier date, in which case they this Agreement shall be true and correct in all material respects as of such date, except to the extent such representations and warranties expressly relate to an earlier date).; 6. No (f) On and as of the Amendment Closing Date, no Event of Default or Event of Default shall have occurred and be continuing.; 7. All corporate (g) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company and dated as of the Amendment Closing Date, certifying the matters listed in Section 4.02(e) and 4.02(f); (h) Payment of all fees, expenses and other proceedings, and all documents, instruments and other legal matters amounts required to be paid or reimbursed in connection with each of the transactions contemplated following: (i) the fee letter dated as of September 24, 2021 between the Company and BofA Securities, Inc., (ii) the fee letter dated as of September 24, 2021 between the Company and JPMorgan Chase Bank, N.A., (iii) the fee letter dated as of September 24, 2021 between the Company, Citibank, N.A. and Citigroup Global Markets, Inc., (iv) the fee letter dated as of September 24, 2021 between the Company and U.S. Bank National Association and (v) the xxxxxx dated as of September 24, 2021 between the Company and Xxxxx Fargo Securities, LLC; (i) the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, as may be reasonably requested in writing at least seven (7) days prior to the Amendment Closing Date. The Administrative Agent shall notify the Company and the Lenders of the occurrence of the Amendment Closing Date, and such notice shall be conclusive and binding. For purposes of determining compliance with the conditions specified in this Eighth AmendmentSection 4.02, each Lender that has executed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to such Lender unless the Administrative Agent shall have received notice from such Lender prior to the Amendment Closing Date specifying its objection thereto. Each Lender that has executed this Agreement and that is a lender under the Existing Credit Agreement, Agreement shall be deemed to have waived (x) the requirement under Section 2.12 of the Existing Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence for three Business Days’ advance notice of the transactions termination of the Existing Credit Agreement contemplated hereby by such Section and (y) the requirement under Section 2.04 of the Existing Credit Agreement for (i) three two Business Days’ advance notice of a Eurocurrency Term SOFR Borrowing, (ii) three Business Days’ advance notice of an Alternative Currency Term Rate Borrowing (other than an Alternative Currency Term Rate Borrowing denominated in Yen) or thereby Alternative Currency Daily Rate Borrowing or (iiiii) four Business Days’ advance notice of an Alternative Currency Term Rate Borrowing denominated in Yen, as it shall reasonably request. 8. The Lender shall have received each additional documentapplicable, instrument, legal opinion or item of information reasonably requested by on the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which Amendment Closing Date (provided that the Borrower is to be a partyshall provide such notice not later than 11:00am, New York City time, on the date of such Borrowing).

Conditions to Effectiveness. This Eighth Amendment, and the modifications The effectiveness of this Amendment is subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which satisfaction of all of the following conditions have been precedent: ​ (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth counterparts of this Amendment shall have been executed and delivered by each party hereto.the Borrower, the other Credit Parties signatory hereto and the Required Lenders; and 2. All payments required under Article V(b) the Credit Parties, Section 1 of this Eighth Amendment the Revolving Agent and the other parties thereto shall have been paid entered into a Third Amendment to the Lender by the Borrower. 3. The Lender shall have received a copyRevolving Loan Agreement, in form and substance reasonably satisfactory to the LenderAgent, of dated on or about 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 Third Amendment Effective Date, which certificates shall state that Date (the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of “Revolving Loan Agreement Third Amendment”); ​ hereof; (c) the date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency truth and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each accuracy of the representations and warranties made by contained in Section 5 ​ (d) the issuance of Subordinated Debt under the Subordinated Loan Documents, resulting in $750,000 of net proceeds to the Borrower and on terms acceptable to Agent (including subordination terms under the Subordination Agreement; ​ (e) Agent shall have received final executed copies of the Subordinated Guaranty and the Subordinated Note in or pursuant form and substance acceptable to the Credit Documents Agent, all of which shall be true and correct in all material respects effect on and as of the Eighth Third Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedingsDate, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement Subordinated Guaranty and the other Credit Documents Subordinated Note shall be reasonably satisfactory in form and substance to consummated on the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, Third Amendment Effective Date including, without limitation, the receipt by Holdings of the proceeds of the Subordinated Debt in the amount of $750,000, which amount shall be remitted to Agent for the payment of the outstanding principal amount of the outstanding principal amount of the Loan; ​ (f) Agent shall have received a copy of Subordination Agreement executed by Wynnefield Partners Small Cap Value, LP and Wynnefield Partners Small Cap Value, LP I in form and substance satisfactory to Agent; ​ (g) Since December 31, 2021, there shall not have occurred any debt instrument, security agreement or other material contract to which Material Adverse Effect; and ​ (h) the Borrower is shall have paid the reasonable and documented legal fees and expenses of Xxxxxxx and Xxxxxx LLP, Agent’s counsel, incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and other post-closing services rendered in connection with the Loan Agreement on or prior to be a party.the date hereof, in each case to the extent payable under the terms of the Loan Agreement. ​

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on only upon satisfaction in full, in a manner satisfactory to the date (the "Eighth Amendment ---------------- Effective Date") on which all Agent, of the following conditions have been precedent (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment the first date upon which all such conditions shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to satisfied being herein called the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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 “Seventh Amendment Effective Date”): (a) The representations and warranties contained herein, which certificates shall state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as in Section 5.01 of the date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency Financing Agreement and signature of the officer(s) of the Borrower executing this Eighth Amendment in each other Loan Document and any certificate or other document to be writing delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents Agent pursuant hereto on or prior to the Seventh Amendment Effective Date shall be true and correct in all material respects on and as of the Eighth Seventh Amendment Effective Date as if though made on and as of such date (date, except to the extent the same that such representations and warranties (or any schedules related thereto) expressly relate solely to another, an earlier date, date (in which case they such representations and warranties shall be true and correct in all material respects on and on and as of such earlier date). 6. No ; and no Default or Event of Default shall have occurred and be continuingcontinuing on the Seventh Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. 7. All corporate (b) The Agent shall have received counterparts of this Amendment which bear the signatures of each Borrower. (c) The Borrowers shall have paid to the Agent, in immediately available funds, a non-refundable amendment fee equal to $40,000. (d) The Borrowers shall have made a $3,327,841.80 prepayment of the Term Loan, which prepayment shall be affected as follows: (i) $3,052,841.89 shall be derived by applying the entire amount of funds on deposit in the Deposit Account (as defined in the Deposit Account Control Agreement dated as of March 15, 2001 by and other proceedings, and all documents, instruments and other legal matters in connection with among the transactions contemplated by this Eighth AmendmentParent, the Existing Credit AgreementAgent and HSBC Bank USA, as depositary (the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance “Depositary”)) to the Lenderprepayment of the Term Loan, and the Parent hereby authorizes the Agent to instruct the Depositary to wire transfer all funds held in such Deposit Account to the Lender Account; and (ii) $275,000 shall have received such other documents in respect be paid by the Borrowers to the Agent from Borrowers’ cash on hand and not from any funds constituting proceeds of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestRevolving Loans. 8. The Lender (e) All legal matters incident to this Amendment shall have received each additional document, instrument, legal opinion or item of information reasonably requested by be satisfactory to the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to be a partyAgent and its counsel.

Conditions to Effectiveness. This Eighth Amendment, and Amendment shall be deemed to be effective upon the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction or waiver of each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender reasonable satisfaction of the Administrative Agent: (a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the Borrower. 3. The Lender shall have received a copysigning Person, each in form and substance reasonably satisfactory to the LenderAdministrative Agent: (i) this Amendment, of the corporate resolutions duly executed by each of the Borrower, authorizing the revision Administrative Agent, the New Lender and each of the Existing Lenders; (ii) Notes in an aggregate amount of up to One Billion Three Hundred Million Dollars ($1,300,000,000), executed by the Borrower in favor of each Lender requesting a Note (in the Revolver Borrowing Base amount of such Lender’s Applicable Percentage, as set forth on Schedule 2.01 attached hereto) and dated as of the Second Amendment Effective Date which Notes shall amend and restate in their entirety, to the extent applicable, those certain Notes issued by Borrower in favor of the Lenders and dated as of the First Amendment Effective Date; (iii) an Affirmation of Guaranty duly executed by each Guarantor; (iv) a New Lender Addendum in substantially the form attached as Exhibit F to the Credit Agreement duly executed by HSBC Australia; (v) a favorable opinion of counsel to the Loan Parties reasonably acceptable to Agent addressed to Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents (including, but not limited to this Amendment) in form and substance reasonably satisfactory to Agent; and (vi) a certificate of a Responsible Officer of the Borrower certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of the Borrower have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of the Borrower have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of the Borrower authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Eighth AmendmentAmendment and the Credit Agreement as amended by this Amendment and (D) attached thereto is a true, certified correct and complete copy of a certificate of good standing from the applicable secretary of state of the state of incorporation, organization or formation (or equivalent), as applicable, of the Borrower. (b) Payment of (i) all fees and expenses of the Administrative Agent and the Lenders and in the case of expenses, to the extent invoiced at least two (2) Business Days prior to the Second Amendment Effective Date (except as otherwise reasonably agreed to by the Secretary or an Assistant Secretary of Borrower), required to be paid on the Borrower as of Second Amendment Effective Date and (ii) all fees to the Eighth Lenders required to be paid on 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. 4. (c) The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents Section 6 of this Amendment shall be true and correct in all material respects on and as of the Eighth Second Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Second Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date)specifying its objection thereto. 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on as of and from the date Amendment Effective Date when (a) the "Eighth Administrative Agent shall have received counterparts of this Amendment ---------------- Effective Date"that, when taken together, bear the signatures of all the parties hereto and (b) on which all each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment precedent shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 satisfied in respect of this Eighth Amendment: (i) the Borrower shall have requested Borrowings under the Facility A Credit Agreement or the Facility B Credit Agreement to be made on the Amendment Effective Date immediately after the effectiveness of this Amendment in a principal amount equal to the aggregate principal amount of the Loans to be outstanding on such date immediately prior to the effectiveness of this Amendment (the "Outstanding Loans"), and arrangements shall have been made for the proceeds of such Borrowings to be applied on the Amendment Effective Date to repay in full the Outstanding Loans; (ii) the Borrower shall have paid all fees and other amounts accrued for the accounts of or otherwise owed to the Lender Lenders as of the Amendment Effective Date, whether or not at the time due and payable, including, subject to Section 7 below, amounts owed under Section 2.15 by reason of the Borrower. 3. The Lender repayment of the Outstanding Loans referred to in paragraph (i) above; (iii) the Administrative Agent shall have received a copycertificate, in form dated the Amendment Effective Date and substance reasonably satisfactory to the Lender, of the corporate resolutions signed by a Financial Officer of the Borrower, authorizing confirming (A) that the revision representations and warranties set forth in the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Amendment, certified by the Secretary or an Assistant Secretary Article III of the Borrower Facility B Credit Agreement, as amended hereby, are true and correct in all material respects, with the same effect as though made on and as of the Eighth Amendment Effective Date, which certificates except to the extent that such representations and warranties expressly relate to an earlier date, and (B) that no Event of Default or Default has occurred and is continuing; (iv) the Administrative Agent shall state that have received certified copies of the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date Board of such certificate. 4. The Lender Directors of the Borrower approving or authorizing approval of the execution and delivery of this Amendment and the performance of the Facility B Credit Agreement as amended hereby; (v) the Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, (A) as to the incumbency and signature absence of amendments to the officer(s) certificate of incorporation or the by-laws of the Borrower executing this Eighth Amendment since July 31, 1995 (or, in the event there shall have been any such amendments, setting forth copies thereof certified by the Secretary of State of Delaware in the case of amendments to the certificate of incorporation and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or an Assistant Secretary. 5. Each Secretary of the representations and warranties made by the Borrower in or pursuant the case of amendments to the Credit Documents shall be true by-laws), and correct in all material respects on (B) certifying the incumbency and as signatures of the Eighth officer or officers of the Borrower signing this Amendment; (vi) the Administrative Agent shall have received a satisfactory written opinion of counsel for the Borrower, dated the Amendment Effective Date as if made on and as of such date (except addressed to the extent Lenders; and (vii) the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default Amendment Effective Date shall have occurred and be continuingon or prior to June 30, 1997. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and Amendment shall be effective as of the modifications date hereof (the “Amendment Effective Date”) so long as on or prior to the Credit Agreement provided for hereindate hereof, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed satisfied (except for any condition that is waived in accordance with Section 10.2 of the Existing Credit Agreement), and in case of any documentation to be delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Administrative Agent, such documentation shall have received a copy, be in form and substance reasonably satisfactory to the Lender, of Administrative Agent: (a) this Amendment shall have been duly executed and delivered by the corporate resolutions of the Lead Borrower, authorizing the revision in other Loan Parties, the Revolver Borrowing Base Administrative Agent and the execution, delivery and performance of this Eighth Amendment, certified by Required Lenders; (b) 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. 4. The Lender Administrative Agent shall have received a certificate duly executed copy of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(sNotification Factoring Rider; (c) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by of each Loan Party set forth in Article 5 of the Borrower Amended Credit Agreement and in or pursuant to the Credit Documents each other Loan Document 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 (except respects; provided that, to the extent the same relate that such representations and warranties specifically refer to another, an earlier date, in which case they shall be true and correct in all material respects as of such earlier date).; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; 6. No (d) no Default or Event of Default shall exist or would result from the execution of this Amendment or the transactions contemplated hereby; and (e) the Administrative Agent shall have occurred received satisfactory evidence that all fees, expenses and disbursements required to be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters paid in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, Amendment (including, without limitation, a copy all reasonable and documented fees, disbursements and other charges of any debt instrument, security agreement or other material contract counsel to which the Borrower is Administrative Agent to the extent invoiced at least one Business Day prior to the date hereof) have been paid in full. The contemporaneous exchange and release of executed signature pages by each of the Persons contemplated to be a partyparty hereto shall render this Amendment signed and dated as of such date. The Administrative Agent shall notify the parties hereto of the Amendment Effective Date on the date hereof, and such notice shall be conclusive and binding.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, The amendments contained in Section 1 shall become not be effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all until each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment precedent shall have been executed and delivered by each party hereto.satisfied (the date on which such conditions are satisfied, the “Amendment Effective Date”): 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to (a) the Lender by the Borrower. 3. The Lender Administrative Agent shall have received a copy, in form signed written authorization from the requisite Lenders to execute this Amendment and substance reasonably satisfactory to 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. 4. The Lender shall have received a certificate counterparts of this Amendment executed by the Administrative Agent, the Parents and the Borrower and counterparts of the Secretary or an Assistant Secretary of Consent appended hereto as Annex 1 (the Borrower, dated “Consent”) executed by the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(sGuarantors; (b) of the Borrower executing this Eighth Amendment 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. 5. Each each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents Section 3 below shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date as if made on Date; (c) all fees and as of such date expenses (except including, without limitation the reasonable legal fees) then due and payable to the Administrative Agent or any Lender under the Loan Documents or relating thereto (to the extent invoiced) shall have been paid in full in immediately available funds; (d) the same relate Administrative Agent shall have received the executed legal opinion of Xxxxxxxx & Xxxxx LLP, counsel to another, earlier datethe Loan Parties, in which case they shall be true form and correct in all material respects as of such earlier date).substance reasonably acceptable to the Administrative Agent; 6. No Default or Event of Default (e) the Administrative Agent shall have occurred received (i) commitments satisfactory to the Administrative Agent from Lenders or other additional banks or financial institutions to fund Additional Tranche B Term Loans or convert outstanding Original Tranche B Term Loans into Additional Tranche B Term Loans in an aggregate principal amount equal to $216,274,728.58 and be continuing. 7. All corporate and other proceedings(ii) with respect to each Person committing to fund Additional Tranche B Term Loans either (x) a fully executed Lender Addendum (pursuant to which on the Second Amendment Effective Date, and such Person shall become an Additional Tranche B Term Loan Lender, for all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, purposes under the Credit Agreement and the other Credit Documents Loan Documents) or (y) a fully executed Conversion Notice in the form attached hereto as Exhibit 2 (pursuant to which an existing Original Tranche B Term Loan Lender elects to convert on the Second Amendment Effective Date the outstanding principal amount of Original Tranche B Term Loans held by such Lender into Additional Tranche B Term Loans); (f) the Administrative Agent shall be reasonably satisfactory in form and substance to the Lendersatisfied, and the Lender Borrower hereby agrees that, simultaneously with the borrowing of the Additional Tranche B Term Loans on the Second Amendment Effective Date, all outstanding Original Tranche B Term Loans will either be repaid in full by the Borrower or be converted into Additional Tranche B Term Loans; (g) a Responsible Officer of the Borrower shall certify in writing to the Administrative Agent that the incurrence of the Additional Tranche B Term Loans is permitted under the Senior Subordinated Note Indenture; and (h) the Administrative Agent shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby and instruments as it shall may reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications Amendment is subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction in full of the following conditions (the first date on which all such conditions have been satisfied being herein called the "Effective Date"): (or are -------------- concurrently beingA) satisfied: --- 1. This Eighth Amendment the Lender shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 received counterparts of this Eighth Amendment which, when taken together, bear the signatures of all parties hereto; (B) the Lender shall have been paid received an Acknowledgment (in form and substance satisfactory to the Lender Lender) executed by the Borrower.Borrower and the Custodian confirming that the Securities Account Agreement remains in full force and effect; 3. The (C) the Lender shall have received a copypromissory note in the form of Exhibit A to the Loan Agreement in the amount of $400,000,000 (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, in form and substance reasonably satisfactory dated the Effective Date, addressed to the Lender, of to the corporate resolutions effect that this Amendment and the New Note have been duly executed and delivered by the Borrower and, together with the Loan Agreement as hereby amended, constitute the legal, valid and binding obligations of the Borrower, authorizing the revision enforceable in the Revolver Borrowing Base 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 Eighth AmendmentAmendment or the New Note or to the borrowings thereunder is required by law, certified by the Secretary or an Assistant Secretary of the Borrower as of the Eighth Amendment Effective Dateif any such consent or approval is necessary it has been obtained, which certificates opinion shall state that be satisfactory to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of Lender; (E) the date of such certificate. 4. The Lender shall have received (i) a certificate of the Secretary or an Assistant Secretary Manager of the Borrower, dated the Eighth Amendment Effective Date, as to Date and certifying that (1) the incumbency and signature provisions of the officer(sOperating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of this Amendment, the New Note and the 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 and (2) neither the certificate of organization nor the Operating Agreement of the Borrower executing this Eighth Amendment have been amended since November 24, 1998 and any certificate (ii) such other documents as the Lender or other document to be delivered by it pursuant heretoXxxxxx, together with evidence of Xxxxx & Bockius LLP, counsel for the incumbency of such Secretary or Assistant Secretary.Lender, may reasonably request; and 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents shall be true and correct in (F) all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents Amendment shall be reasonably satisfactory in form and substance to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth AmendmentAll provisions of this Amendment shall be deemed to be, and shall become, effective as of the modifications Effective Date referred to above, but only upon, and subject to, the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction of each of the following conditions have been precedent, on a date that is a Business Day not later than February 13, 2002 (or are -------------- concurrently beingsuch date of such conditions precedent being satisfied being referred to as the "Amendment Closing Date"): (a) satisfied: --- 1. This Eighth Amendment The Administrative Agent shall have been received one or more counterparts of this Amendment duly executed and delivered by the Company, Samsonite Europe, each party of the other Obligors and Applicable Entities listed on the signature pages hereto, the Administrative Agent, and the Majority Lenders. 2. All payments required under Article V(b) The Company shall have paid (and the Company hereby covenants and agrees to pay, Section 1 subject to the effectiveness of this Eighth Amendment) to the Administrative Agent on the Amendment Closing Date, for the respective accounts of each of those Lenders that, as of the Amendment Closing Date, have duly executed and delivered counterparts of this Amendment to the Administrative Agent (the "Approving Lenders"), an amendment fee (the "Amendment Fee") in immediately available funds, which shall be equal to 0.50% (one-half of one percent) of the sum of (i) such Approving Lender's Domestic Term Loan Commitment Percentage of the then outstanding principal amount of the Domestic Term Loan and such Approving Lender's Foreign Term Loan Commitment Percentage of the then outstanding principal amount (expressed as a Dollar Equivalent amount) of the Foreign Term Loan, in each case if applicable, and (ii) the aggregate amount of such Approving Lender's then applicable Commitments. (c) The Company shall have paid (and the Company hereby covenants and agrees to pay, subject to the effectiveness of this Amendment) to the Administrative Agent on the Amendment Closing Date, for the account of the Administrative Agent, certain fees set forth in the letter agreement between the Company and the Administrative Agent relating hereto (the "Amendment Fee Letter") in the amounts set forth in the Amendment Fee Letter. The Amendment Fee Letter shall have been paid to the Lender duly executed and delivered by the BorrowerCompany and the Administrative Agent and shall be in full force and effect. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(d) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters proceedings in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement Amendment and the all other Credit Documents documents incident thereto shall be reasonably satisfactory in substance and in form and substance to the LenderAdministrative Agent and the Administrative Agent's Special Counsel, and the Lender Administrative Agent and such counsel shall have received all such material information and all such counterpart originals or certified or other copies of such documents in respect of any aspect or consequence of as the transactions contemplated hereby or thereby as it shall Administrative Agent may reasonably request. 8. The Lender (e) No Default or Event of Default shall have received exist or be continuing, and none shall exist, in each additional documentcase after giving effect to the effectiveness of this Amendment, instrument, legal opinion or item on and as of information reasonably requested by the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which Amendment Closing Date and the Borrower is to be a partyEffective Date.

Conditions to Effectiveness. This Eighth Amendment, and the modifications Amendment is subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction in full of the following conditions (the first date on which all such conditions have been satisfied being herein called the "Effective Date"): (or are -------------- concurrently beingA) satisfied: --- 1. This Eighth Amendment the Lender shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 received counterparts of this Eighth Amendment which, when taken together, bear the signatures of all parties hereto; (B) the Lender shall have been paid received an Acknowledgment (in form and substance satisfactory to the Lender Lender) executed by the Borrower.Borrower and the Custodian confirming that the Securities Agreement remains in full force and effect; 3. The (C) the Lender shall have received a copypromissory note in the form of Exhibit A to the Loan Agreement in the amount of $425,000,000 (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, in form and substance reasonably satisfactory dated the Effective Date, addressed to the Lender, of to the corporate resolutions effect that this Amendment and the New Note have been duly executed and delivered by the Borrower and, together with the Loan Agreement as hereby amended, constitute the legal, valid and binding obligations of the Borrower, authorizing the revision enforceable in the Revolver Borrowing Base 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 Eighth AmendmentAmendment or the New Note or to the borrowings thereunder is required by law, certified by the Secretary or an Assistant Secretary of the Borrower as of the Eighth Amendment Effective Dateif any such consent or approval is necessary it has been obtained, which certificates opinion shall state that be satisfactory to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of Lender; (E) the date of such certificate. 4. The Lender shall have received (i) a certificate of the Secretary or an Assistant Secretary Manager of the Borrower, dated the Eighth Amendment Effective Date, as to Date and certifying that (1) the incumbency and signature provisions of the officer(sOperating Agreement authorize the Manager to authorize the execution, delivery and performance in accordance with their terms of this Amendment, the New Note and the 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 and (2) neither the certificate of organization nor the Operating Agreement of the Borrower executing this Eighth Amendment have been amended since February 5, 1998 and any certificate (ii) such other documents as the Lender or other document to be delivered by it pursuant heretoXxxxxx, together with evidence of Xxxxx & Bockius LLP, counsel for the incumbency of such Secretary or Assistant Secretary.Lender, may reasonably request; and 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents shall be true and correct in (F) all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents Amendment shall be reasonably satisfactory in form and substance to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, The amendment and restatement of the modifications to the Existing Credit Agreement provided for herein, as contemplated by Section 1 shall become effective on the date (the "Eighth Amendment ---------------- Restatement Effective Date") on which all that the First Lien Notes are issued, subject to satisfaction of the following conditions have been on or prior to such date: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment the Administrative Agent shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 received counterparts of this Eighth Amendment Agreement that, when taken together, bear the signatures of Holdings, the Borrower and the Required Lenders; (b) all fees and expenses required to be paid or reimbursed by the Borrower under or in connection with this Agreement or the Existing Credit Agreement (and in the case of expenses to be reimbursed, including fees, charges and disbursements of the Administrative Agent's counsel or other advisors, in each case to the extent invoiced in writing to the Borrower at least two Business Days prior to the Restatement Effective Date) shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Datereimbursed, as to applicable; (c) the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Collateral Sharing Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the LenderAdministrative Agent and shall have been executed and delivered by all parties thereto and shall be in full force and effect; (d) the terms and conditions of the First Lien Notes and the First Lien Documents (including but not limited to terms and conditions relating to payment, covenants, events of default, remedies and maturity) shall be reasonably satisfactory to the Administrative Agent; (e) the Security Documents shall have been amended and modified as contemplated by Section 4 of this Agreement and such amendment and modifications shall be reasonably satisfactory in form and substance to the Administrative Agent; and (f) the gross proceeds from the First Lien Notes shall not be less than $150,000,000; provided that the amendment and restatement of the Existing Credit Agreement contemplated hereby shall not become effective unless the First Lien Notes are issued, and the Lender shall have received all such other documents in respect of any aspect conditions are satisfied, on or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8prior to March 31, 2003. The Lender Administrative Agent shall have received each additional document, instrument, legal opinion or item of information reasonably requested by notify the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which Lenders when the Borrower is to be a partyRestatement Effective Date occurs.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on as of the date (set forth above upon the "Eighth Amendment ---------------- Effective Date") on which all satisfaction of the following conditions have been conditions, including receipt by the Administrative Agent of the following items: (or are -------------- concurrently beinga) satisfied: ---there shall exist no Default immediately after giving effect to this Amendment; and 1. This Eighth Amendment (b) the Administrative Agent shall have been received a counterpart signature page to this Amendment, duly executed and delivered by the Borrower, the Parent, each party hereto.Guarantor, the Term B-1 Lenders, the Required Lenders and the Administrative Agent; and 2. All payments required under Article V, Section 1 (c) the Administrative Agent shall have received Consents to this Amendment from Term B Lenders and Joinder Agreements executed by one or more Additional Term B-1 Lenders such that the aggregate principal amount of the Exchanged Term B Loans plus the aggregate principal amount of the Additional Term B-1 Commitments shall equal the aggregate principal amount of the outstanding Term B Loans immediately prior to the effectiveness of this Eighth Amendment shall have been paid to Amendment; and (d) the Lender by Administrative Agent and the Borrower. 3. The Lender Lenders shall have received a copylegal opinion of counsel to the Loan Parties, which shall be in form, scope and substance reasonably satisfactory to the Administrative Agent; and (e) the representations and warranties set forth in the immediately following Section of this Amendment entitled “Representations and Warranties” shall be true and correct as of the date of this Amendment; and (f) the Administrative Agent shall have received, in form and substance reasonably satisfactory acceptable to it, all resolutions, incumbency certificates, certificates of no default, and such other certificates and documents as reasonably requested by the Administrative Agent; and (g) the Borrower shall have paid to each Lender that was a Term B Lender prior to giving effect to this Amendment, all accrued and unpaid interest on its Term B Loans to, but not including, the First Amendment Effective Date; and (h) the Administrative Agent shall have received the fee and expenses set forth in any engagement letter executed in connection with the Agreement, as amended hereby; and (i) the Administrative Agent shall have received a confirmation agreement that confirms and affirms each of the Guaranty and each of the Collateral Documents, and each other Loan Document by the applicable Loan Parties, in each case reasonably acceptable to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base Administrative Agent and the execution, delivery and performance of this Eighth Amendment, certified Required Lenders; and (j) the Administrative Agent shall have received Notes executed by the Secretary or Borrower in favor of each Lender requesting a Note evidencing its Term B-1 Loan; and (k) to the extent reasonably requested by an Assistant Secretary of Additional Term B-1 Lender in writing not less than five (5) Business Days prior to the Borrower as of the Eighth First 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. 4. The Lender Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrowerreceived, dated the Eighth Amendment Effective Date, as prior to the incumbency effectiveness of this Amendment, all documentation and signature of the officer(s) of other information with respect to the Borrower executing this Eighth Amendment required by regulatory authorities under applicable “know-your-customer” and any certificate or other document to be delivered by it pursuant heretoanti-money laundering rules and regulations, together with evidence of including without limitation the incumbency of such Secretary or Assistant SecretaryAct. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the date (the "Eighth “Amendment ---------------- Effective Date"”) on which all of the following conditions have been which: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment The Administrative Agent shall have been received this Amendment, executed and delivered by a duly authorized officer of each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing Holdings and the revision in Lenders; (b) Each of the Revolver Borrowing Base Borrower and Holdings shall have confirmed and acknowledged to the Administrative Agent, each Issuing Bank and the Lenders, and by its execution and delivery of this Amendment each of the Borrower and Holdings does hereby confirm and acknowledge to the Administrative Agent, each Issuing Bank and the Lenders, that (i) such Credit Party shall have taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Eighth Amendment, certified by (ii) the Secretary Credit Agreement and each other Credit Document to which it or an Assistant Secretary any of its applicable Subsidiaries that are Credit Parties is a party constitutes the Borrower as of the Eighth Amendment Effective Datelegal, which certificates shall state that the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded as of the date valid and binding obligation of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the BorrowerCredit Party enforceable in accordance with its terms, dated the Eighth Amendment Effective Date, as subject to the incumbency effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and signature other similar laws relating to or affecting creditors’ rights generally and general principles of the officer(sequity (whether considered in a proceeding in equity or law) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No iii) no Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, exists under the Credit Agreement and or any of the other Credit Documents Documents; and (c) The Borrower shall have paid or caused to be paid the fees described in Section 5.1 below. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be reasonably satisfactory in form conclusive and substance to binding. Notwithstanding the Lenderforegoing, and the Lender Amendment Effective Date shall have received such other documents in respect of any aspect or consequence not occur unless each of the transactions foregoing conditions is satisfied (or waived) at or prior to 2:00 p.m., New York City time, on March 29, 2013 (and, in the event such conditions are not so satisfied or waived, the amendments contemplated hereby or thereby as it shall reasonably requestbe null and void). 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become --------------------------- effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all that each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been satisfied (or waived in accordance with Section 14(e)): (i) The Reorganization shall have occurred; (ii) All conditions to the effectiveness of the Amended and Restated Loan Agreement executed in connection with the Revolver/Term Facility, as set forth in Section 4(a) thereof, shall have been satisfied or waived; (iii) Except for the Partnership Distribution (as defined in the Modification Agreement referenced below) and delivered by each party hereto. 2. All payments required under Article V, the other elements of the Reorganization that would violate the terms of the Existing Loan Agreements but for the consent set forth in Section 1 of this Eighth Amendment the Modification Agreement (the "Modification Agreement") dated as of July 31, 1996 among the Partnership, ----------------------- Borrower, Agent and the Lenders, no Event of Default or Unmatured Event of Default under the Existing Loan Agreements shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copyoccurred or be continuing, in form and substance reasonably satisfactory to 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the all representations and warranties made by contained in Section 8 of the Borrower in or pursuant to the Credit Documents Existing Working Capital Agreement shall be true and correct in all material respects on and as (except those affected by the occurrence of the Eighth Amendment Effective Date as if made on Reorganization), and as of such date (except to Borrower and the extent the same relate to another, earlier date, in which case they Partnership shall be true and correct have satisfied in all material respects their covenants and obligations under the Modification Agreement. From and after the Loan Date: (x) the Existing Working Capital Agreement will be automatically amended and restated to read as of such earlier date). 6. No Default or Event of Default this Agreement reads, without further action by any party, (y) Working Capital Loans under (and as defined in) the Existing Working Capital Agreement outstanding on the Loan Date shall have occurred and be continuing. 7. All corporate and other proceedingscontinue under this Agreement, and all documents, instruments (z) the rights and other legal matters in connection with obligations of the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents parties hereto shall be reasonably satisfactory in form and substance to governed by the Lenderprovisions hereof, and the Lender shall have received such other documents in respect of any aspect or consequence rights and obligations of the transactions contemplated hereby or thereby as it parties to the Existing Working Capital Agreement with respect to the period prior to the Loan Date shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested continue to be governed by the Lenderprovisions thereof as in effect prior to the Loan Date, including, without limitation, a copy of any debt instrument, security agreement or other material contract except that fees accrued under the Existing Working Capital Agreement to which the Borrower is to Loan Date shall be a partypaid on the Loan Date.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on when, and only when, and as of the date (the "Eighth “Amendment ---------------- No. 7 Effective Date"”) on which all which: (a) the Administrative Agent shall have received counterparts of this Amendment executed by Borrower, from lenders constituting the Requisite Lenders and each of the following conditions other parties hereto; (b) Citigroup Global Markets Inc. and Banc of America Securities LLC, as arrangers, shall have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment received, and the Administrative Agent shall have been executed paid, all fees due and delivered payable in connection with this Amendment No. 7 in connection with the preparation, negotiation and execution of the Amendment required to be paid in connection with this Amendment (including the fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx llp, as counsel to the Administrative Agent and to Citigroup Global Markets Inc. and Banc of America Securities LLC, as Arrangers, in connection with this Amendment No. 7 due pursuant to that certain Engagement Letter dated January 29, 2010, by each party hereto.and among the Arrangers and Borrower); 2. All payments required under Article V, Section 1 of this Eighth Amendment (c) Borrower shall have been paid (i) an upfront extension fee to the Administrative Agent, for the ratable account of each Extending Revolving Lender, equal to 0.75% of the aggre- gate amount of Tranche B Revolving Credit Commitments that such Extending Revolving Lender has elected to extend (subject to reduction as set forth in Section 10 below) and (ii) a consent fee for the ratable account of each Term B Lender that has returned an executed counterpart to this Amendment, equal to 0.05% of the aggregate amount of Term B Loans held by such Term B Lender immediately prior to the Borrower.Amendment No. 7 Effective Date; in the case of each such Lender described in clause (i) and/or (ii), as applicable, that have delivered executed consents to this Amendment not later than 5:00 p.m. (New York City time) on February 22, 2010; 3. The Lender (d) the Administrative Agent and the Lenders shall have received a copyfavorable opinion of Xxxxx & XxXxxxx LLP, counsel to Borrower, dated the Amendment No. 7 Effective Date, in form and substance reasonably satisfactory to the Lender, of Administrative Agent; and (e) 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. 4. The Lender Administrative Agent shall have received a certificate signed by a duly authorized officer of the Secretary or an Assistant Secretary of the Borrower, Borrower dated the Eighth Amendment No. 7 Effective Date, as to the incumbency and signature of the officer(seffect that, after giving effect to this Amendment: (i) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by contained in each of the Borrower in or pursuant to the Credit Loan Documents shall be are true and correct in all material respects on and as of the Eighth Amendment No. 7 Effective Date as if though made on and as of such date (except unless stated to the extent the same relate solely to another, an earlier date, in which case they shall be such representations and warranties are true and correct in all material respects as of such earlier date). 6. No ; and (ii) no Default or Event of Default shall have has occurred and is continuing. For the avoidance of doubt, the extension of any Revolving Loans and Revolving Credit Commitments pursuant to this Amendment No. 7 shall not be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters contingent upon or subject to an extension of any Term B Loans in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect herewith or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestotherwise. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all Date upon satisfaction of the following conditions have been conditions: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment shall have been executed The Loan Administrator and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender New Lenders shall have received a copycounterparts of this Amendment executed by each other, the Borrower, the Guarantors, the Loan Administrator and the New Lenders. (b) The Administrative Agent, the Loan Administrator, the New Lenders and their counsel shall have received copies of fully executed Assignment and Assumptions entered into by the New Lenders pursuant to which all Existing Loans shall be assigned and transferred on date hereof (with such assignments to be effective by their terms immediately prior the effectiveness of this Amendment) by the Exiting Lenders to the New Lenders, and such Assignment and Assumptions shall be in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base New Lenders 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 certificatetheir respective counsel. 4. (c) The Lender Administrative Agent, the Loan Administrator, the New Lenders and their counsel shall have received a certificate copy of a fully executed amendment to the Intercreditor Agreement in form and substance satisfactory to the New Lenders and their respective counsel. (d) The New Lenders and their counsel shall have received copies of fully executed documentation by which the Issuing Bank shall be provided, immediately following the funding of the Secretary New Loans on the Effective Date, cash collateral for outstanding letters of credit which documentation shall be in form and substance reasonably satisfactory to the Issuing Bank, the New Lenders and their respective counsel (which such documentation may be documented in the Amended Credit Agreement). (e) The Administrative Agent, the Loan Administrator, the New Lenders and their counsel shall have received copies of any agreement or an Assistant Secretary instrument entered into in connection with this Amendment (not already described in clauses (a) through (d) above (including amendments, if any, to and forbearances, if any, with respect to the Security Instruments, the Second Lien Term Loan Documents and the documentation for the Senior Notes), each of which shall be in form and substance consistent with the terms set forth in that certain term sheet attached hereto as Exhibit D (the “Term Sheet”) and otherwise reasonably satisfactory to the New Lenders and their respective counsel. (f) The New Lenders shall be satisfied that there shall not occur as a result of this Amendment, the conversion and funding of the “Loans” (as defined in the Amended Credit Agreement) on the Effective Date, the payment of fees and expenses in connection therewith, and the consummation of the other transactions contemplated hereby (collectively, the “Financing Transactions”), a default (or any event which with the giving of notice or lapse of time or both would be a default) under any of the Borrower’s or Guarantors’ debt instruments and other material agreements (other than as contemplated by the Senior Notes Forbearance Agreement or the Second Lien Forbearance Agreement).Such determination by the New Lenders shall be binding on the Administrative Agent and the Loan Administrator without further inquiry. (g) All necessary governmental and third party consents and approvals necessary in connection with the Financing Transactions shall have been obtained and shall remain in effect; and no law or regulation shall be applicable that restrains, dated prevents or imposes adverse conditions upon the Eighth Financing Transactions. (h) The Administrative Agent for the benefit of the New Lenders shall have a valid and perfected first priority lien on and security interest in any Collateral granted under the Amended Credit Agreement and the Loan Documents (or, with respect to the mortgages delivered in connection herewith, will have a valid and perfected first priority lien on and security interest in the Collateral described therein, upon filing in the appropriate county filing office (the “Mortgage Qualification”)). (i) The Administrative Agent, the Loan Administrator and the New Lenders shall have received the Borrower’s initial 6-week budget (the “Initial Budget”) giving effect to the Financing Transactions, which will govern the use of the proceeds of the New Loans which Initial Budget shall be in form and substance satisfactory to the New Lenders. (j) After giving effect to this Amendment and the funding of the New Loans, no Default or Event of Default shall exist under the Amended Credit Agreement or under any Loan Document as of the Effective Date, as . (k) The Borrower shall have provided evidence to the incumbency Administrative Agent, the Loan Administrator, the New Lenders, the Second Lien Agent and signature the lenders under the Second Lien Term Loan Documents that a first priority perfected security interest in favor of the officer(s) Administrative Agent for the benefit of the Borrower executing this Eighth Amendment first lien secured parties (and any certificate or other document to be delivered by it pursuant hereto, together with evidence a second priority perfected security interest in favor of the incumbency Second Lien Agent for the benefit of such Secretary or Assistant Secretarythe second lien secured parties) shall exist on all Oil and Gas Properties necessary to ensure that the Mortgaged Properties represent at least the Minimum Collateral Amount, subject to the Mortgage Qualification. 5. Each of the (l) The representations and warranties made by contained in the Borrower in or pursuant to Amended Credit Agreement and the Credit Loan Documents shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date in all material respects as if though made on and as of such date the Effective Date (except to the extent the same relate any such representations and warranties are expressly limited to another, an earlier date, in which case they case, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date); provided that any representation or 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, immediately prior to, and after giving effect to, the funding of the New Loans being made on the Effective Date. 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence (m) The funding of the transactions contemplated hereby or thereby as it Loans being made on the Effective Date shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, not violate any law (including, without limitation, a copy the Securities Exchange Act of any debt instrument1934), security agreement rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or other material contract award applicable to which such Loan Party and shall not be enjoined, temporarily, preliminarily or permanently. (n) The Borrower shall have paid (i) to the Administrative Agent, the Loan Administrator and the New Lenders all fees and expenses owed to each in accordance with Section 12.03 of the Amended Credit Agreement, to the extent invoiced to the Borrower on or prior to the Effective Date, and (ii) to the extent not covered by the preceding clause (i), any and all fees and expenses of the advisors to the ad hoc group of Senior Noteholders and the ad hoc group of Second Lien Lenders incurred through the Effective Date in accordance with the Term Sheet, to the extent invoiced to the Borrower on or prior to the Effective Date. (o) The Borrower shall have entered into fully executed engagement letters with both the legal and financial advisors of the ad hoc group of Senior Noteholders and the ad hoc group of Second Lien Lenders in form and substance satisfactory to such ad hoc groups. (p) The New Lenders and their advisors shall have completed to their respective satisfaction their due diligence review related to the Financing Transactions (and shall have received all information reasonably requested by them in connection therewith). (q) The Administrative Agent and the New Lenders shall have received, in form and substance reasonably satisfactory to the New Lenders, a legal opinion of Xxxxxxxx & Xxxxx LLP counsel to the Loan Parties related to this Amendment and the Amended Credit Agreement and the continuation and perfection of existing UCC Article 9 security interests securing the Obligations. (r) The existing Swap Agreement between Bank of Montreal and the Borrower shall have been terminated (it being acknowledged by said parties that such termination is to be a partyvoluntary and mutually agreed to).

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become be effective on as of the date first written above (the "Eighth Amendment ---------------- Effective Date") on which all upon the following: (a) The Administrative Agent's receipt of a counterpart hereof duly executed by the Borrower and Holdco, and by the Majority Lenders; (b) All of the following conditions have representations and warranties of Holdco and the Borrower set forth in the Credit Agreement and this Amendment, other than those that are expressly made as of a specific date, are 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 Effective Date as though made on and as of such date; (c) Each Lender delivering its consent to this Amendment on or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment before the Effective Date shall have been executed and delivered by each party hereto.received payment of its Amendment Fee; 2. All payments required under Article V(d) The Credit Parties acknowledge receipt of the Borrower's revised Projections dated October 31, Section 1 2001; provided, however, that in the event that the Lead Arrangers shall require, in their sole discretion, further updated Projections, the receipt of such updated Projections, satisfactory to the Lead Arrangers, shall be a condition precedent to the Effective Date of this Eighth Amendment; and (e) With respect to the amendments set forth above in Sections 1, 3(b), 4 and 5 of this Amendment and the consent set forth above in Section 6 of this Amendment, (i) the Lead Arrangers shall have been paid received revised Projections, satisfactory to each of them, assuming consummation of such amendments and the Lender transactions contemplated by the Borrower. 3. The Lender SBC Amendment and (ii) the Credit Parties shall have received a copycopy of the fully executed SBC Amendment, which shall be in form and substance reasonably satisfactory to the LenderLead Arrangers and their counsel, of the corporate resolutions of the Borroweron or before December 31, 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 certificate2001. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective on and be deemed effective as of the date (the "Eighth Amendment ---------------- Effective Date") on which when, and only when, all of the following conditions have been satisfied as determined in the Agent’s sole and absolute discretion (or are -------------- concurrently beingthe date of such effectiveness being herein called the “Amendment Effective Date”): (a) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Agent shall have received a copy, in form and substance reasonably satisfactory to the Lender, copy of the corporate resolutions of this Agreement duly executed by the Borrower, authorizing the revision in the Revolver Borrowing Base Agent 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.Required Lenders; 4. (b) The Lender Agent shall have received a certificate copy of an additional Trademark Security Agreement duly executed by Velocity Express, Inc., a Delaware corporation, and acknowledged by the Agent; (c) The Borrowers shall have paid to the Agent, for its sole and separate account, a non-refundable waiver fee equal to $50,000, in immediately available funds, in Dollars, which fee shall be earned in full when paid, provided that, the Agent may in its sole discretion charge such fee to the Loan Account pursuant to Section 2.10 of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as Credit Agreement; (d) Pursuant to the incumbency and signature of the officer(sSection 2.11(b)(ii) of the Borrower executing this Eighth Amendment Credit Agreement, the Borrowers shall have paid to the Agent, for its sole and any certificate or other document to be delivered by it pursuant heretoseparate account, together with evidence the unpaid portion of the incumbency of Eleventh Amendment Fee in an amount equal to $250,000, in immediately available funds, in Dollars, provided that, the Agent may in its sole discretion charge such Secretary or Assistant Secretary. 5. Each unpaid portion of the representations and warranties made by Eleventh Amendment Fee to the Borrower in or Loan Account pursuant to Section 2.10 of the Credit Documents Agreement; (e) The Agent shall be true have received from the Parent executed documents evidencing that at least sixty-six and correct in all material respects on and as two thirds percent (66.67%) of the Eighth Amendment Effective Date as if made on Noteholders have consented to and as of such date (except adopted the proposed amendments to the extent Indenture, described in the same relate Solicitation of Consents Relating to another, earlier datethe $78,205,000 in the aggregate principal amount of 12% Senior Secured Notes due 2010 of Velocity Express Corporation, in the form attached hereto as Annex A (the “Consent Solicitation”) (f) All reasonable out-of-pocket expenses incurred by any member of the Lender Group which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters been invoiced in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the or any other Credit Documents shall be reasonably satisfactory in form and substance to the LenderLoan Document, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender by any of the foregoing, shall have received each additional document, instrument, legal opinion or item of information reasonably requested been paid by the LenderBorrower; and (g) As of the Amendment Effective Date, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to representations and warranties set forth in Section 7 hereof shall be a partytrue and correct.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions precedent have been satisfied or waived (or are -------------- concurrently beingthe "Effective Date"): (a) satisfied: --- 1. This Eighth Amendment The Administrative Agent shall have been received five counterparts hereof duly executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. (b) The Lender Administrative Agent shall have received a copyexecuted Lender Consent Letters, substantially in the form of Exhibit A hereto ("Lender Consent Letters") from each of the Supermajority Lenders. (c) The Administrative Agent shall have received an executed Acknowledgment and Consent, in the form of Exhibit X-0, X-0 or B-3, as applicable, from each Guarantor and substance reasonably satisfactory each Pledgor other than the Borrowers. (d) The Administrative Agent shall have received for the account of each Lender that executes and delivers to the LenderAdministrative Agent a Consent Letter at or prior to 5:00 P.M., New York City time, on February 14, 2003, a consent fee equal to 0.125% of the corporate resolutions aggregate unpaid principal amount of such Lender's Loans on such date. (e) On or before 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters proceedings taken or to be taken in connection with the transactions contemplated this Amendment and all documents incidental thereto not previously found acceptable by this Eighth AmendmentAdministrative Agent, the Existing Credit Agreementacting on behalf of Lenders, the Credit Agreement and the other Credit Documents its counsel shall be reasonably satisfactory in form and substance to the LenderAdministrative Agent and such counsel, and the Lender Administrative Agent and such counsel shall have received all such other counterpart originals or certified copies of such documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall Administrative Agent may reasonably request. 8. (f) The Lender Administrative Agent shall have received each additional documentevidence satisfactory to it and its counsel that the Revolver Administrative Agent and the Lenders under the Revolving Credit Agreement (i) have modified, instrumentor concurrently with the Effective Date will modify, legal opinion the Revolving Credit Agreement in a manner satisfactory to the Administrative Agent and the Lenders and the Administrative Agent shall have been provided with true, correct and complete copies of the documents effecting such modifications to the Revolving Credit Agreement and (ii) have consented to or item waived their right to consent to the Borrowers' and the Guarantors' execution and delivery 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 to be a partythis Amendment.

Conditions to Effectiveness. This Eighth Amendment, and The obligation of the modifications Bank to issue the initial Letter of Credit Agreement provided for hereinhereunder, shall not become effective on until the date (the "Eighth Amendment ---------------- Effective Date") on which all each of the following conditions have been is satisfied (or are -------------- concurrently beingwaived in accordance with Paragraph 27 below): (a) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Bank shall have received from each party hereto (i) a copycounterpart of this Agreement executed by such party or (ii) written evidence satisfactory to the Bank that such party has executed a counterpart hereof; (b) the Applicant shall have delivered or caused to be delivered to the Bank for deposit in the Collateral Account, cash in an amount not less than $41,000,000; (c) the Bank shall have received such documents and certificates as the Bank or its special counsel, Xxxxxx & Dodge LLP ("Special Counsel") may reasonably request relating to the Applicant's organization, existence and good standing, the authorization of this Agreement and requests for Letters of Credit to be issued hereunder, and any other legal matters relating to the Applicant or this Agreement, the Letters of Credit or the other Credit Documents, all in form and substance reasonably satisfactory to the LenderBank and Special Counsel; (d) the Bank shall have received evidence satisfactory to the Bank and Special Counsel that the Applicant shall have taken or caused to be taken all such actions, of the corporate resolutions of the Borrowerexecuted and delivered or caused to be executed and delivered all such agreements, authorizing the revision documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the Revolver Borrowing Base Bank's opinion or the opinion of Special Counsel, desirable in order to create in the Bank's favor, and for the executionBank's benefit, delivery a valid and performance perfected first priority security interest in the Collateral; (e) the Bank shall have received from each party thereto (i) a counterpart 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 a Control Agreement signed on behalf of such certificate.party, or (ii) written evidence satisfactory to the Bank that such party has signed a counterpart thereof; 4. The Lender (f) the Bank shall have received a certificate favorable written opinion (addressed to the Bank and dated the Effective Date) of Xxxxx, Xxxx & X'Xxxxxxxx, P.C., counsel to the Secretary or an Assistant Secretary Applicant, substantially in the form of Exhibit B annexed hereto and covering such matters relating to the BorrowerApplicant and this Agreement as the Bank shall reasonably request (and the Applicant hereby requests such counsel to deliver such opinion); (g) the Bank shall have received a certificate, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 signed by a financial officer of such date the Applicant, confirming compliance with the conditions set forth in clauses (except to a) and (b) of Paragraph 20 below; (h) the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default Bank shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with received from the transactions contemplated by this Eighth Amendment, Applicant certified copies of the Existing Credit Agreement, the Congress Credit Agreement and the other Credit Documents Ableco Financing Agreement; (i) there shall be reasonably satisfactory have occurred no material adverse change (in form and substance to the LenderBank's reasonable opinion) in the Applicant's business, and properties or financial condition; (j) the Lender Bank shall have received all fees and other amounts due and payable to the Bank and Special Counsel at or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Applicant hereunder; and (k) the Bank shall have received all such other documents in respect of any aspect as the Bank or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender Special Counsel shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, (including, without limitation, a copy any corporate authority, indemnification or letter of any debt instrument, security agreement credit application required by the Bank in connection with the issuance of Letters of Credit or other material contract the opening or maintenance of the Collateral Account and the investment of funds therein) and the same shall be reasonably satisfactory to which each of the Borrower is to be a partyBank and Special Counsel.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on when, and only when, the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received a copyreceived, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision among other things (which in the Revolver Borrowing Base and the executioncase of documents, delivery and performance of this Eighth Amendmentshall be dated, certified by the Secretary or an Assistant Secretary of the Borrower dated as of the Eighth Amendment Effective Dateof, 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.this Amendment): 4. The Lender shall have received (a) counterparts of this Amendment, duly executed by each Loan Party; (b) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated Borrower certifying (i) that the Eighth Amendment Effective Date, as to certificate of incorporation and the incumbency and signature of the officer(s) bylaws of the Borrower executing have not been amended or otherwise modified since June 6, 2008 and are in full force and effect, (ii) resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance of this Eighth Amendment and any certificate or other document documents to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with this Amendment to which the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement Borrower is a party and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby and thereby and (iii) the incumbency, names and true signatures of the officers of the Borrower authorized to sign this Amendment and such other documents; (c) a certificate of the managing member of Lightstone Holdings certifying (i) that the certificate of formation and the operating agreement of Lightstone Holdings have not been amended or otherwise modified since July 13, 2005 and August 1, 2005, respectively, and are in full force and effect, (ii) that attached thereto is a true and correct copy of a unanimous consent of the sole member of Lightstone Holdings authorizing the execution, delivery and performance of this Amendment and any documents to be delivered in connection with this Amendment to which Lightstone Holdings is a party and the transactions contemplated hereby and thereby as it shall reasonably request.and (iii) the incumbency, names and true signatures of the managing member, managers or officers of Lightstone authorized to sign this Amendment and such other documents; and 8. The Lender shall have received each additional document, instrument, legal opinion or item (d) payment of information reasonably requested by the Lender, all costs and expenses (including, without limitation, a copy attorneys’ fees and disbursements) incurred by the Lender in connection with the negotiation, preparation, execution and delivery of any debt instrumentthis Amendment, security agreement or the Third Amendment and all agreements, instruments and other material contract documents delivered in connection herewith and therewith to which the Borrower is extent such costs and expenses have not previously been reimbursed to be a partythe Lender.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Joinder shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all upon satisfaction or waiver of the following conditions have been precedent, as determined by the Agent in its reasonable discretion: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment this Joinder shall have been duly executed and delivered by each party hereto.the Agent, Borrower and Mountain State Carbon; 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender (b) Agent shall have received a copyfully executed and delivered secretary’s certificate of Mountain State Carbon certifying and attaching (i) such Person’s Organic Documents; (ii) resolutions authorizing the transactions contemplated by this Joinder; (iii) incumbency certificates, in each case, in form and substance reasonably acceptable to Agent and (iv) certificates of good standing issued by the secretary of state of the state of Delaware and each other state where such Person’s conduct of business or ownership of Property necessitates qualification; (c) Agent shall have received certificates, in form and substance reasonably satisfactory to the Lenderit, from a knowledgeable Senior Officer of the corporate resolutions of the BorrowerMountain State Carbon and certifying that, 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as after giving effect to the incumbency and signature of the officer(stransactions hereunder, (i) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No no Default or Event of Default exists; and (ii) the representations and warranties set forth in Section 9 of the Loan Agreement are true and correct; (d) Agent shall have occurred and be continuing. 7. All corporate and other proceedingsreceived an opinion of Weil, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement Gotshal & Xxxxxx LLP and the other Credit Documents shall be reasonably satisfactory general counsel or assistant general counsel of the Borrower, in each case, in form and substance reasonably acceptable to the Lender, and the Lender Agent; (e) Agent shall have received such other documents in respect of any aspect or consequence supplements to Schedules 8.6.1 and 9.1.12 of the transactions contemplated hereby or thereby Loan Agreement setting forth all business locations and Intellectual Property, as it shall reasonably request.applicable, of Mountain State Carbon as of the date hereof; 8. The Lender (f) Agent shall have received each additional documenta supplement to the Deposit Account List setting forth all Deposit Accounts held by Mountain State Carbon as of the date hereof; (g) Agent shall have received a fully executed Deposit Account Control Agreement, instrumentin form reasonably satisfactory to Agent, legal opinion or item of information reasonably requested duly executed by the LenderMountain State Carbon, includingAgent and Xxxxx Fargo Bank, without limitationNational Association, as depository bank; and (h) Agent shall have received a fully-executed copy of any debt instrumentthat certain Subsidiary Guaranty, security agreement or other material contract to which dated as of the Borrower is to be a partydate hereof (the “Subsidiary Guaranty”), by and among Mountain State Carbon and Agent.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the date (the "Eighth “Fourth Amendment ---------------- Effective Date"”) on which all of when (i) the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment Borrower and the Lenders shall have been executed signed a counterpart hereof (whether the same or different counterparts) and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid delivered (including by way of facsimile transmission) the same to the Lender by Administrative Agent; and (ii) the Borrower. 3. The Lender Administrative Agent shall have received the following: (a) from the Borrower, in immediately available funds, the unpaid fees and expenses of White & Case LLP incurred in connection with this Amendment; (b) from the Borrower, in immediately available funds, a copywavier and amendment fee in the amount of $75,000, which shall be fully earned and nonrefundable when paid; (c) an updated Budget for the Budget Period commencing with the week immediately following the Fourth Amendment Effective Date, in the form of Exhibit A hereto; (d) the Temporary Liquidity Facility Intercreditor Agreement in the form of Exhibit B hereto, duly executed by IESA and the Borrower; (e) copies of the Temporary Liquidity Facility Credit Agreement, and of all documents, agreements and instruments executed or delivered in connection therewith, together with a certificate of the Borrower’s secretary or assistant secretary certifying that such copies are true, complete and correct, and that all conditions precedent to the effectiveness thereof have been satisfied or waived in writing; (f) copies of the Agreement and Plan of Merger, dated as of the Fourth Amendment Effective Date (the “Merger Agreement”), by and between the Borrower and IESA, and of all documents, agreements and instruments executed or delivered in connection therewith, together with a certificate of the Borrower’s secretary or assistant secretary certifying that such copies are true, complete and correct, and that all conditions precedent to the effectiveness thereof have been satisfied or waived in writing; (g) a certificate of the Borrower’s secretary or assistant secretary certifying the identity, authority, capacity and signatures of its officers who are authorized to execute this Amendment and, as the case may be, the other documents, agreements and instruments executed or delivered in connection herewith to which it is a party; (h) copies, certified by the secretary or assistant secretary of the Borrower, of the resolutions of its board of directors or similar governing body, approving this Amendment and, as the case may be, the documents, agreements and instruments executed or delivered in connection herewith to which it is a party, and the transactions contemplated hereby and thereby; (i) an opinion of counsel to the Borrower addressed to each of the Administrative Agent and Lenders, dated as of the Fourth Amendment Effective Date, in form and substance reasonably satisfactory to the LenderAdministrative Agent; and (j) such other documents, 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedingsinstruments, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information agreements 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 to be a partyAdministrative Agent.

Conditions to Effectiveness. This Eighth Amendment, The effectiveness of this Agreement and the modifications obligation of each Lender to make Revolving Loans in connection with the initial Revolving Borrowing hereunder and of the Swingline Lender to make Swingline Loans, is subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction of the following conditions have been precedent: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment The Administrative Agent shall have been executed received the following, each dated as of the Closing Date (unless otherwise specified) and, except for the Notes, in sufficient copies for each Lender: (i) a Revolving Note for each Lender that is a party hereto as of the Closing Date, in the amount of such Lender’s Revolving Commitment, and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid the Swingline Note payable to the Swingline Lender in the amount of the Swingline Commitment, each duly completed in accordance with the relevant provisions of Section 2.4 and executed by the Borrower; and (ii) the favorable opinions of McGuireWoods LLP, counsel to the Borrower, in substantially the form of Exhibit E addressed to the Administrative Agent and the Lenders and addressing such other matters as the Administrative Agent or any Lender may reasonably request. 3. (b) The Lender Administrative Agent shall have received a copycertificate, signed by the president, the chief executive officer or the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the LenderAdministrative Agent, certifying that (i) all representations and warranties of the corporate Borrower contained in this Agreement and the other Credit Documents are true and correct as of the Closing Date, (ii) no Default or Event of Default has occurred and is continuing, (iii) no Material Adverse Change has occurred since December 31, 2009, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change; and (iv) all conditions to the effectiveness of this Agreement set forth in this Section 3.1 have been satisfied or waived in writing by the Administrative Agent and each Lender. (c) The Administrative Agent shall have received a certificate of the secretary or an assistant secretary of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, and (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of this Eighth AmendmentAgreement and the other Credit Documents, certified by and as to the Secretary or an Assistant Secretary incumbency and genuineness of the Borrower as signature of each officer of the Eighth Amendment Effective DateBorrower, which certificates shall state that the resolutions executing this Agreement or authorizations thereby certified have not been amendedany other Credit Documents, modified, revoked or rescinded as and attaching all such copies of the date of such certificatedocuments described above. 4. (d) The Lender Administrative Agent shall have received a certificate as of a recent date of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) good standing of the Borrower executing this Eighth Amendment under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction. (e) All legal matters, documentation, and any certificate corporate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in or pursuant proceedings incident to the Credit Documents Transactions 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of this Agreement. (f) The Borrower shall have paid (i) to the Administrative Agent and Arrangers, for their own account and for the account of each Lender, as applicable, the respective fees described in Section 2.9(a), and (ii) all other fees and expenses of the Administrative Agent and the Lenders required hereunder, the Fee Letters, or under any other Credit Document to be paid on or prior to the Closing Date (including fees and expenses of counsel) in connection with this Agreement and the transactions contemplated hereby. (g) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer, including wire transfer information, directing the payment of the proceeds of the initial Loans and until replaced by a new Account Designation Letter, all other loans to be made hereunder. (h) The Administrative Agent shall have received evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated (and in connection therewith, each Lender party to the Existing Credit Agreement hereby waives any prior written notice requirement on the part of the Borrower pursuant to Section 2.5 of the Existing Credit Agreement with respect to the termination of the Existing Credit Agreement and the commitments thereunder). (i) The Administrative Agent and each Lender shall have received such other documents documents, certificates, opinions and instruments in respect of any aspect or consequence of connection with the transactions contemplated hereby or thereby as it shall have reasonably request. 8requested. The Without limiting the generality of the provisions of Section 3.1, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received each additional document, instrument, legal opinion or item of information reasonably requested by notice from such Lender prior to the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to be a partyproposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Third Amendment shall become effective on the date (the "Eighth Amendment ---------------- “Effective Date"”) on which all of when, and only when: (a) The Borrower, the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment Guarantors, the Administrative Agent and each Lender shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 to the Administrative Agent a counterpart of this Eighth Amendment shall have been paid to the Lender by the Borrower.Third Amendment; 3. (b) The Lender Administrative Agent shall have received a copyresolutions, in form and substance reasonably satisfactory to the LenderAdministrative Agent, of the corporate resolutions of the Borrower, Borrower and each Guarantor authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Third Amendment, certified by the Secretary or each such copy being attached to an Assistant Secretary original certificate of an authorized officer of the Borrower and each Guarantor, dated as of the Eighth Third Amendment Effective Date, which certificates shall state Closing Date certifying (i) that the resolutions or authorizations thereby certified attached thereto are true, correct and complete copies of resolutions duly adopted by the Borrower and each Guarantor, as applicable, (ii) that such resolutions constitute all resolutions adopted with respect to the transactions contemplated hereby, (iii) that such resolutions have not been amended, modified, revoked or rescinded as of the Third Amendment Closing Date, (iv) that the articles of organization and regulations of the Borrower and each Guarantor, as applicable, have not been amended or otherwise modified since the effective date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the BorrowerCredit Agreement, dated the Eighth Amendment Effective Dateexcept pursuant to any amendments attached thereto, and (v) as to the incumbency and signature of the officer(s) officers of the Borrower and each Guarantor executing this Eighth Amendment 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.Third Amendment; 5. (c) Each of the representations and warranties made by the Borrower and each Guarantor in or pursuant to the Credit Loan Documents shall be true and correct in all material respects on and as of the Eighth Third Amendment Effective Date as if made on and as of such date (Closing Date, except to the extent the same such representation and warranties specifically relate to another, an earlier date, in which case they shall be were true and correct in all material respects on and as of such earlier date).; 6. (d) No Default or Event of Default shall have occurred and be continuing.; 7. All corporate (e) No event shall have occurred with respect to the Parent, the Borrower and its Subsidiaries, taken as a whole, which, in the reasonable opinion of any of the Lenders, has had, or could reasonably be expected to have, a Material Adverse Effect; (f) The Administrative Agent shall have received a fully executed copy of that certain fee letter between the Borrower and the Administrative Agent pertaining to certain fees and expenses payable by the Borrower to such parties as set forth in such letter and all fees and other proceedingsamounts due and payable on or prior to the Third Amendment Closing Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder; (g) The Administrative Agent shall have received each of the Security Documents, duly executed and completed in sufficient number of counterparts for recording, if necessary, and they shall constitute satisfactory security documentation to create first priority security interests in the Collateral, (free and clear of all Liens, other than Liens permitted by Section 6.02 of the Credit Agreement); (h) The Administrative Agent shall have received the following: (i) Uniform Commercial Code Financing Statements (Form UCC-1) and such evidence of filing or arrangements for filing as may be acceptable to the Administrative Agent, naming the relevant Loan Party as the debtor and the Administrative Agent as the secured party, or other similar instruments or documents, filed or to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent pursuant to the Security Documents; (ii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party acceptable to the Administrative Agent, dated a date reasonably near to the Effective Date, listing all effective financing statements which name any Loan Party (under its present name and any previous names) as the debtor and which are filed in the jurisdictions in which filings of any Security Documents are made pursuant to this Agreement, together with copies of such financing statements none of which (other than those (i) securing the Obligations, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements, or (ii) that are terminated as of the Effective Date or within a time frame otherwise acceptable to the Administrative Agent) shall cover any Collateral described in the Security Documents; and (iii) copies of tax Lien searches for each jurisdiction in which a Security Document is filed or recorded pursuant to this Agreement, certified by a party acceptable to the Administrative Agent, listing all tax Liens imposed on any Loan Party or any of its assets (none of which shall cover any Collateral described in the Security Documents); (i) The Administrative Agent shall have received, and be satisfied with, the title information with respect to the Collateral and shall, in its sole and absolute discretion, be satisfied with the status of title to the Collateral; (j) The Administrative Agent or any Lender or counsel to the Administrative Agent shall receive such other instruments or documents as they may reasonably request; (k) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of McAfee & Xxxx, counsel for the Borrower, relating to the Parent, the Borrower and its Subsidiaries, this Third Amendment and the Transactions and any other matters as any Lender shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion; (l) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Xxxxxx & Xxxxxx LLP, outside counsel for the Borrower, relating to certain of the Loan Parties and any other matters as any Lender shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion; (m) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each local counsel of the Borrower approved by the Administrative Agent, for each state where any portion of the Collateral is located, relating to the enforceability of the Security Documents in such state and any other matters as any Lender shall reasonably request; (n) 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 the Borrower, the Guarantors, the Parent and the General Partner, the authorization of the Transactions and any other legal matters in connection with relating to the transactions contemplated by this Eighth AmendmentBorrower, the Existing Credit AgreementGuarantors, Parent and the General Partner, this Third Amendment, the Credit Agreement and or the other Credit Documents shall be reasonably satisfactory Transactions, all in form and substance satisfactory to the Lender, Administrative Agent and the Lender its counsel; and (o) The Administrative Agent shall have received such other documents in respect of any aspect a certificate, dated the Effective Date and signed by the President, a Vice President or consequence a Financial Officer of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional documentBorrower, instrument, legal opinion or item confirming compliance with the conditions set forth in paragraphs (a) and (b) 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 to be a party.Section 4.02

Conditions to Effectiveness. Section 2.1. This Eighth Third Amendment shall become effective as the date hereof when executed counterparts of this Third Amendment, duly executed by the Company and the modifications holders of 100% of the outstanding Notes shall have been delivered to the Credit Noteholders. The changes to the Note Purchase Agreement provided for herein, effectuated by Article I of this Third Amendment shall become effective on the date (such date, the "Eighth “Third Amendment ---------------- Effective Date"”) on which when all of the following conditions have been (or are -------------- concurrently beingor, in the case of subsections (a), (b) and (c) below, substantially contemporaneously will be) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 provided that such satisfaction occurs on or before the day 60 days after the date of this Eighth Amendment shall have been paid to Third Amendment: (a) the Lender by the Borrower. 3. The Lender Noteholders shall have received a copy, in form and substance evidence reasonably satisfactory to them that the LenderBank Credit Agreement have been amended substantially as proposed in the from annexed hereto annexed hereto as Exhibit B; (b) the holders of Notes shall have received evidence reasonably satisfactory to them that the Note Purchase Agreement dated as of December 21, 2016 has been amended substantially as proposed in the form annexed hereto as Exhibit C; (c) the representations and warranties of the corporate resolutions Company set forth Section 5 of the BorrowerNote Purchase Agreement, authorizing as amended by this Third Amendment, are true and correct on and with respect to the revision in date hereof; (d) the Revolver Borrowing Base Specified Convertible Senior Notes and the executiontransactions related thereto shall have closed, and the gross proceeds from the issuance of the Specified Convertible Senior Notes shall not be less than $75,000,000; and (e) the Company shall have paid the fees and expenses of Xxxxxxx and Xxxxxx LLP, counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery and performance of this Eighth Third Amendment, certified by together with the Secretary or an Assistant Secretary outstanding invoice of August 19, 2020 previously delivered to the Borrower as of Company, to 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 extent invoiced within three (3) Business Days of the date of such certificate. 4this Third Amendment. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.​ ​ ​

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, First Amendment shall become not be effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth First Amendment shall have been duly executed and delivered by each party the respective parties hereto., shall be in full force and effect and shall be in form and substance satisfactory to the Lender; 2. (b) All payments required under Article Vaction on the part of the Borrower necessary for the valid execution, Section 1 delivery and performance by the Borrower of this Eighth First Amendment shall have been paid duly and effectively taken and evidence thereof satisfactory to the Lender by shall have been provided to the Borrower. 3Lender. The Lender shall have received a copyfrom the Borrower true copies of the resolutions adopted by the Directors of the Borrower authorizing the transactions described herein, certified by the secretary of the Borrower to be true and complete; (c) The Borrower shall have paid to the Lender all fees and expenses then due and owing pursuant to the Loan Agreement including, without limitation, any portion of the Sublimit Facility Fee due and owing under the Loan Agreement through the date hereof; (d) The Borrower shall have provided such additional instruments and documents to the Lender as the Lender and Lender's counsel may have reasonably requested, each in form and substance reasonably satisfactory to the Lender; (e) The promissory note (the "MVC NOTE") in the original principal amount of $500,000.00 dated June 22, 1999 made by Borrower to Mississippi Valley Capital, LLC ("MVC"), assignee of Mississippi Valley Capital Company, the corporate resolutions Warrant (the "MVC WARRANT") to purchase shares of Class A Common Stock issued by the Borrower to MVC, and the Intercreditor and Subordination Agreement (the "MVC INTERCREDITOR AGREEMENT") dated as of June 22, 1999 by and among the Borrower, authorizing the revision Lender and MVC, shall each be amended or otherwise modified on terms and conditions satisfactory to Lender; (f) Xxxxx Xxxxxx shall have executed and delivered a Confirmation of Guarantee in form and substance satisfactory to Lender and shall have delivered to Lender current personal financial statements including, without limitation, federal and state tax returns for 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.2001 fiscal year; and 4. (g) The Lender shall have received a certificate an opinion of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as counsel to the incumbency Borrower covering such matters and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory otherwise in form and substance satisfactory to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on as of the date first written above (the "Eighth “First Amendment ---------------- Effective Date"”) on which all upon the satisfaction of the following conditions have been conditions: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment The Administrative Agent shall have been received executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 counterparts of this Eighth Amendment shall have been paid to Amendment, from each of the Lender by Borrower and the Borrower.Required Lenders; 3. (b) The Lender Administrative Agent shall have received a copy, in form and substance reasonably satisfactory to the Lender, copy of the corporate resolutions certificate of incorporation (or comparable constitutive document) of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Amendmenttogether with all amendments thereto, certified by the Secretary Secretary, Assistant Secretary, or an Assistant Secretary other appropriate officer of the Borrower, and a certificate of good standing, certified by the appropriate governmental officer of its jurisdiction of organization, together with a copy, certified by a Responsible Officer of the Borrower, as applicable, of its by-laws (or any comparable constitutive laws, rules or regulations) and of the resolutions of the finance committee of the board of directors of the Borrower as authorizing the execution of this Amendment, and an incumbency certificate, executed by a Responsible Officer the Borrower, which shall identify by name and title and bear the signature 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 officers of the date of such certificate.Borrower authorized to sign this Amendment; 4. (c) The Lender Administrative Agent shall have received a certificate fully executed copy of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth First Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing 2024 Revolving Credit Agreement, the Credit Agreement and the other Credit Documents which shall be in full force and effect; (d) There shall not have occurred since February 2, 2019 any event or condition that has had or could be reasonably satisfactory expected, either individually or in form and substance the aggregate, to the Lender, and the Lender have a Material Adverse Effect; (e) The Administrative Agent shall have received such other documents in respect the payment of any aspect or consequence of all fees and expenses required to be paid under the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received Commitment Letter and Fee Letter, each additional documentdated April 11, instrument, legal opinion or item of information reasonably requested by the Lender, 2019 (including, without limitation, a copy fees, charges and disbursements of any debt instrumentcounsel to the Administrative Agent); and (f) At least three (3) Business Days prior to the First Amendment Effective Date, security agreement or all documentation and other material contract to which information about the Borrower that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the PATRIOT Act, that has been requested in writing by any Lender at least 10 business days prior to be a partythe First Amendment Effective Date shall have been provided to the requesting Lenders.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective on the date (Effective Date and enforceable against the "Eighth Amendment ---------------- Effective Date") on which all parties hereto upon the occurrence of the following conditions have been precedent: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment The Administrative Agent shall have been received: (i) multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by each party hereto.duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, and the Lenders; 2. All payments required under Article V(ii) a certificate, Section 1 dated as of this Eighth Amendment shall have been paid to the Lender Effective Date, duly executed and delivered by the Borrower.’s and each Guarantor’s authorized officer as to (A) no change in the officers’ incumbency delivered in connection with the closing of Waiver, Agreement and Amendment No. 7 to Credit Agreement and Amendment to Guarantee and Collateral Agreement dated as of June 12, 2013 (“Amendment No. 7”), among the Credit Parties, the Administrative Agent and certain of the Lenders, which amended the Credit Agreement, (B) no change in authorizing resolutions delivered in connection with the closing of Amendment No. 7, and (C) no change in organizational documents delivered in connection with the closing of Amendment No. 7 or, if any such changes have occurred, attaching new incumbency certificates, authorizing resolutions and/or organizational documents, as they case may be; and 3. The Lender shall have received a copy(iii) executed and notarized new mortgages or deeds of trust or supplements to existing mortgages or deeds of trust covering additional Oil and Gas Properties of the Borrower and its Subsidiaries, in form and substance reasonably satisfactory to the LenderAdministrative Agent, to the extent necessary to cause the Administrative Agent to have a first priority, perfected Lien (subject only to Liens permitted under Section 9.03 of the corporate resolutions Credit Agreement) on at least 80% of the Borrower, authorizing Engineered Value of the revision Oil and Gas Properties evaluated in the Revolver Borrowing Base and Reserve Reports most recently delivered to 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 certificateAdministrative Agent. 4. (b) The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents this Agreement 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date)respects. 6. No Default or Event of Default (c) The Borrower shall have occurred and be continuingpaid the fee required under Section 6(e) below. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Fifth Amendment shall become not be effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all until each of the following conditions precedent have been fulfilled to the satisfaction of the Lender: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Fifth Amendment shall have been duly executed and delivered by each party the respective parties hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender be in full force and effect and shall have received a copy, be in form and substance reasonably satisfactory to the Lender, ; (b) All action on the part of the corporate resolutions of Borrower necessary for the Borrower, authorizing the revision in the Revolver Borrowing Base and the valid execution, delivery and performance by the Borrower of this Eighth Amendment, certified Fifth Amendment shall have been duly and effectively taken and evidence thereof satisfactory to the Lender shall have been provided to the Lender; (c) The Amendment Fee shall have been paid by the Borrower to the Lender. (d) The Borrower shall have provided the Lender: (i) A Certificate of corporate good standing issued by the Secretary or an Assistant of State of Missouri. (ii) Certificates of due qualification, in good standing, issued by the Secretary of State of Missouri. (iii) A Certificate of the Borrower’s Secretary of the Borrower as due adoption, continued effectiveness, and setting forth the texts of, each corporate resolution adopted in connection with the establishment of the Eighth Amendment Effective Date, which certificates shall state that loan arrangement contemplated by the resolutions or authorizations thereby certified have not been amended, modified, revoked or rescinded Loan Documents and attesting to the true signatures of each Person authorized as a signatory to any of the date of such certificateLoan Documents. 4. (e) The Lender Borrower shall have received a certificate delivered an opinion of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as counsel to the incumbency Borrower in form and signature of substance satisfactory to the officer(sLender. (f) The Borrower shall have delivered certificates executed by the Chief Executive Officer and the Chief Financial Officer of the Borrower executing this Eighth Amendment 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. 5. Each of stating that the representations and warranties made by the Borrower in or pursuant to the Credit Lender in the Loan Documents shall be are true and correct in all material respects on and complete as of the Eighth Amendment Effective Date as if made on and as date of such date Certificate, and that no event has occurred which is or which, solely with the giving of notice or passage of time (except to the extent the same relate to another, earlier date, in which case they shall or both) would be true and correct in all material respects as an Event of such earlier date)Default. 6. No Default or Event of Default (g) The Borrower shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, deliver such additional instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and documents as the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby its counsel reasonably may require or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, request including, without limitation, a copy the following: (i) Termination of any debt instrumentGuaranty executed by Pxxxx Xxxxxx and the Lender. (ii) Exhibits, security agreement updated if and as necessary to be accurate as of the Amendment Closing Date. (h) Each of the representations made by or other material contract to which on behalf of the Borrower in this Agreement or in any of the other Loan Documents or in any other report, statement, document, or paper provided by or on behalf of the Borrower shall be true and complete as of the date as of which such representation or warranty was made. (i) All fees due at or immediately after the first funding under the Revolving Credit and all costs and expenses incurred by the Lender in connection with the establishment of the credit facility contemplated hereby (including the fees and expenses of counsel to the Lender) shall have been paid in full. (j) No Suspension Event shall then exist. (k) No event shall have occurred or failed to occur, which occurrence or failure is to be or could have a party.materially adverse effect upon the Borrower’s financial condition when compared with such financial condition at August 1,

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on as of the date (the "Eighth Amendment ---------------- “Effective Date"”) on which all when, and only when, each of the following conditions have been satisfied or waived in accordance with the terms therein: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment The Administrative Agent shall have been received counterparts of this Amendment executed by the Borrowers, the other Loan Parties and the Majority Lenders; (b) The Borrowers shall have paid or caused to be paid to the Administrative Agent a consent fee for the account of each Lender that has executed and delivered by each party hereto.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 Effective Date); 2. All payments required under Article V(c) The Borrowers shall have paid all reasonable fees and expenses (including the reasonable fees and expenses of Xxxx Xxxxxxxx LLP) incurred in connection with the preparation, Section 1 negotiation and execution of this Eighth Amendment shall have been paid and other matters relating to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory Existing Credit Agreement to the Lender, of extent invoiced prior to the corporate resolutions of date hereof; and (d) Prior to and after giving effect to 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(i) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by of the Borrower Borrowers and each other Loan Party contained in or pursuant to the Existing Credit Documents 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 Eighth Amendment Effective Date as if made on and as of such date (except hereof; provided, that, to the extent the same relate that such representations and warranties specifically refer to another, an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default ; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or Event of similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates and (ii) no Default shall have occurred and be continuing. 7. All corporate and other proceedingsexist, and all documents, instruments and other legal matters in connection with or would result on the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance date hereof before or after giving effect to the Lender, and the Lender shall have received such other documents in respect effectiveness of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestthis Amendment. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth AmendmentAgreement shall not be effective, and the modifications to Third Restatement Effective Date shall not occur, until the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all prior or concurrent satisfaction of each of the following conditions have precedent: (a) Each of the Third A&R ARKS S&O Agreement and the Third A&R Delek S&O Agreement has been executed and is in full force and effect; (or are -------------- concurrently beingb) satisfied: --- 1. This Eighth Amendment The S&O Party Guarantee shall have been duly executed and delivered by each party hereto.to Xxxx in a form and in substance satisfactory to Xxxx; 2. All payments required under Article V, Section 1 of this Eighth Amendment (c) The Parties shall have been paid executed an amendment to the Lender Marketing and Sales Agreement in a form and in substance satisfactory to Xxxx; (d) The Parties shall have agreed to the form 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 Borrower.principal executive officer of the Company certifying as to incumbency, board approval and resolutions, other matters; 3. (h) The Lender Company shall have received a copydelivered to Xxxx an opinion of counsel, in form and substance reasonably satisfactory to the LenderXxxx, 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 corporate resolutions Transaction Documents; and no conflicts including with respect to the Existing Financing Agreements; (i) The Company have delivered to Xxxx amendments and restatements of the BorrowerMLP Acknowledgment Agreement, authorizing the revision 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 appropriate by Xxxx, acknowledgements and/or releases (including without limitation, amendments or termination of UCC financing statements), in form and substance satisfactory to Xxxx, 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; (m) The Company shall have delivered to Xxxx such other certificates, documents and instruments as may be reasonably necessary to consummate the transactions contemplated herein, including UCC-1 financing statements reflecting Xxxx as owner of all Crude Oil in the Revolver Borrowing Base Crude Storage Tanks and all Products in the executionProduct Storage Tanks on and as of the Third Restatement Effective Date; (n) No action or proceeding shall have been instituted nor shall any action by a Governmental Authority be threatened, delivery 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 Eighth Amendment, certified by Agreement; (o) The Company shall have delivered to Xxxx insurance certificates evidencing the Secretary or an Assistant Secretary effectiveness of the Borrower 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 of the Company and its Affiliates contained in the Transaction Documents (other than the Pledge and Security Agreement) shall be true and correct on and as of the Eighth Amendment Third Restatement 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.; and 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(r) of the Borrower executing this Eighth Amendment 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. 5. Each of the All representations and warranties made by of Xxxx contained in the Borrower in or pursuant to the Credit Transaction Documents shall be true and correct in all material respects on and as of the Eighth Amendment Third Restatement Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case 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 be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Second Amendment shall become effective on the date (the "Eighth “Second Amendment ---------------- Effective Date"”) on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been satisfied or waived: (a) the Administrative Agent shall have received (i) this Second Amendment, executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid Borrower and (ii) a Lender Joinder Agreement with respect to the Lender Incremental Facility Increase contemplated hereby, executed and delivered by the Borrower.Additional Lender (the “Second Amendment Lender Joinder Agreement”); 3. The Lender (b) the Administrative Agent shall have received a copycertificate from the Parent Borrower, dated as of the 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 signature of authorized signatories and Organizational Documents, executed by a Responsible Officer and the Secretary or any Assistant Secretary or other authorized representative of the Parent Borrower; (c) the Administrative Agent shall have received (i) the executed legal opinion of Debevoise & Pxxxxxxx LLP, counsel to the Parent Borrower, in form and substance reasonably satisfactory to the LenderAdministrative Agent and (ii) the executed legal opinion of Morris, Nichols, Arsht & Txxxxxx LLP, special Delaware counsel to certain of the corporate resolutions of Loan Parties, in form and substance reasonably satisfactory to the BorrowerAdministrative Agent; (d) the Borrowers shall have paid, authorizing or caused to be paid, to the revision in Additional Lender the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Amendment, certified agreed upfront fees payable 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as Borrowers to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or Additional Lender pursuant to the Credit Documents Second Amendment Lender Joinder Agreement to the extent due; (e) the Specified Representations shall be true and correct in all material respects, except to the extent they relate to a particular date in which case such Specified Representations shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date such date as if made on and as of such date date; and (except to f) the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender Administrative Agent shall have received such other documents in respect of any aspect or consequence a certificate from a Responsible Officer of the transactions Parent Borrower, dated as of the Second Amendment Effective Date, substantially in the form of Exhibit H to the Credit Agreement. The making available of the Incremental Facility Increase contemplated hereby or thereby as it shall reasonably request. 8. The by the Additional Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested conclusively be deemed to constitute an acknowledgement by the Lender, including, without limitation, a copy Administrative Agent and the Additional Lender that each of any debt instrument, security agreement the conditions precedent set forth in this Section 2 shall have been satisfied in accordance with its respective terms or other material contract to which the Borrower is to be a partyshall have been irrevocably waived by such Person.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, 4.1 The provisions of Article 1 of this Amendment shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed when, and delivered by each party hereto. 2. All payments required under Article Vonly when, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Agent shall have received a copythis Amendment and each of the documents or instruments set forth below (collectively, 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 parties thereto where provided, respectively, and in form and substance reasonably 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 Lendersatisfaction of Agent: A. A new Note to evidence the Revolving Loan Commitment in the amount of $22,500,000, which instrument shall be substituted for, but not a novation of, the Note delivered on the Closing Date; B. Certified Resolutions of the corporate resolutions Board of the Borrower, Directors of Borrowers authorizing the revision in the Revolver Borrowing Base execution and the execution, delivery and performance by them of this Eighth Amendment, certified by the Secretary or an Assistant Secretary ; C. An opinion 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, counsel to Borrowers as to the incumbency due authorization, execution and signature delivery by them of this Amendment and the $22,500,000 Note and such other matters as Agent reasonably requests; D. Borrowers shall pay to Agent for the benefit of Lenders [i] a fee in the amount of $137,500 for entering into this Amendment, and [ii] the Agent's Fee in the amount of $25,000 payable pursuant to Section 2.3A of the officer(s) Loan Agreement; and E. The applicable Subsidiary of AFI shall have executed and delivered to Lender a modification, in recordable form, of each of the Borrower executing this Eighth Amendment Mortgages originally delivered at the Closing to reflect the change in maximum principal amount and any certificate or other document to be delivered by it pursuant hereto, together with evidence extension of the incumbency of such Secretary or Assistant Secretary. 5. Each maturity date of the representations Revolving Note, and warranties made by the Borrower in or 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 Credit Documents shall be true and correct in all material respects on and as Title Insurance Policy, that the priority of the Eighth Amendment Effective Date as if made on lien of the Mortgages remains unimpaired notwithstanding the change in amount and as extension of the maturity date of the Revolving Note and the other modifications effected by this Amendment; G. Agent shall receive such date (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters certificates, if any, as Agent may reasonably request to insure the binding effect in connection accordance with the transactions contemplated by this Eighth Amendment, terms hereof of the Existing Credit Agreement, the Credit Loan Agreement and the other Credit Loan Documents shall be reasonably satisfactory in form and substance to the Lender, as modified by this Amendment and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestAdditional Loan Documents. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the first date (the "Eighth Amendment ---------------- Effective Date") on which all when, and only when, each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment set forth below shall have been satisfied or waived in accordance with the terms herein (such date, the “Eighth Amendment Effective Date”): (a) the Agent shall have received duly executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 counterparts of this Eighth Amendment shall have been paid to the Lender by the Borrower., Holdings, the Guarantors and the Required Lenders; 3. The (b) the Agent shall have received all fees and amounts due and payable on or prior to the Eighth Amendment Effective Date to the extent invoiced at least two (2) Business Days prior to the Eighth Amendment Effective Date, including reimbursement or payment of all reasonable and documented or invoiced out-of-pocket costs and expenses associated with this Amendment, with such costs and expenses to be limited to the Attorney Costs; (c) the Agent shall have received (i) for the account of each Lender that has provided an executed counterpart to this Amendment, a consent fee in an amount equal to five basis points (0.05%) of the aggregate amount of each such Xxxxxx’s Revolving Credit Commitment in effect immediately after giving effect to this Amendment, which fees shall be deemed due and payable upon the Eighth Amendment Effective Date and (ii) such other fees as set forth in that certain letter agreement dated as of June 10, 2024, between Agent and the Borrower; (d) the Agent and Lenders shall have received true, correct and complete copies of the AST Acquisition Agreement and all amendments, modifications and supplements thereto in existence as of the Eighth Amendment Effective Date; (e) substantially concurrently with the execution of this Amendment, the Agent shall have received a copycopy of the executed First Amendment to Initial Intercreditor Agreement, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base Agent and the execution, delivery and performance of this Eighth Amendment, certified by Required Lenders (the Secretary or an Assistant Secretary of the Borrower as of the Eighth “First 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.to Initial Intercreditor Agreement”); 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(f) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No no Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedingscontinuing or shall result, and all documentsin each case, instruments and other legal matters in connection with the transactions contemplated by immediately after giving effect to this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement Amendment and the other Credit Documents shall be reasonably satisfactory in form and substance First Amendment to Initial Intercreditor Agreement; (g) the Lender, and the Lender Agent shall have received such other documents in respect of any aspect as the Agent or consequence of counsel to the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information Agent has reasonably requested by at least three (3) Business Days prior to the LenderEighth Amendment Effective Date. By executing and delivering its signature page to this Amendment, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which each Lender acknowledges and agrees that the Borrower is to be a partyconditions precedent set forth in this Section 3 have been satisfied.

Conditions to Effectiveness. This Eighth Amendment, and the modifications (a) Effectiveness of Sections 1(a) through 1(g) of this Amendment shall be subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which satisfaction of all of the following conditions conditions: (i) 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 been a material adverse effect on the business, assets, operations, properties, condition (financial or are -------------- concurrently beingotherwise), 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) satisfied: ---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. 1. This Eighth (iv) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of Parent, each of the Borrowers and the 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 executed consummated on terms and delivered by each party heretoconditions 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. 2. All payments required under Article V, Section 1 of this Eighth Amendment (ii) The Administrative Agent shall have been paid 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 Lender by effect set forth in Exhibit A hereto, (A) dated the BorrowerEffectiveness 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. 3. (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 Lender 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 copycertificate, dated the Effectiveness Date and signed by a Financial Officer of 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 New Senior Notes Indenture in accordance with the terms thereof, and the Administrative Agent shall have 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 of consummation of the FRI-M Transactions, determined on a pro forma basis to give effect to the FRI-M Transactions in accordance with Section 3.11 of the New Senior Notes Indenture and showing a Fixed Charge Coverage Ratio (as defined in the New Senior Notes Indenture) for such period on such a pro forma basis of at least 2:1, and (B) a certificate of the Chief Financial Officer of Parent as to the accuracy and basis of such calculations, in form and substance reasonably satisfactory to the Lender, Administrative Agent. (vii) A majority of the corporate resolutions disinterested members of the Borrower, authorizing Board of Directors of FRD shall have made a determination that the revision Advantica Guarantee is on "Fair Terms" (as defined in the Revolver Borrowing Base FRD Senior Notes Indenture) 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. 4. The Lender Administrative Agent shall have received a certificate copy of the Secretary or an Assistant Secretary resolutions of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature Board of the officer(s) Directors of the Borrower executing this Eighth Amendment and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of FRD reflecting such Secretary or Assistant Secretarydetermination. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, The effectiveness of this Amendment and the modifications obligations of the Bank hereunder are subject to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all satisfaction of the following conditions have been (or are -------------- concurrently beingthe "Amendment Effective Date"): (a) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Bank shall have received (i) from each of the Borrowers and each of the Guarantors a copycounterpart 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 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 reasonably acceptable to the Bank, each dated as of the date on which such Additional Guarantor was created or acquired by any of the Borrowers, 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 LenderBank; (b) the Bank shall have received a certificate signed by a Responsible Officer of Urban, dated the Amendment Effective Date, stating that: (i) 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 received all documents it may reasonably request relating the existence of each Borrower and Guarantor (including the 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 Borrower, authorizing Guarantors (including the revision in Additional Guarantors) pursuant to the Revolver Borrowing Base Guaranty Agreement with respect thereto) 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.; and 4. (d) The Lender Bank shall have received a certificate payment of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as $25,000 Administration Fee due and owing pursuant to the incumbency and signature of the officer(sSection 4.3(b) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become not be effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) The Administrative Agent shall have been (or are -------------- concurrently being) satisfied: --- 1. This received counterparts of this Eighth Amendment shall have been duly executed and delivered by each party of the parties hereto. 2. (b) All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to corporate and shareholder action on the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, part of the corporate resolutions of Loan Parties and all consents and approvals necessary for the Borrower, authorizing the revision in the Revolver Borrowing Base and 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 Amended and Restated Pledge Agreement, in the form of Exhibit B hereto. (f) After giving effect to 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No no Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters (g) There shall be no material misstatements in connection with the transactions contemplated materials furnished by the Loan Parties to the Agent or the Lenders prior to closing of this Eighth Amendment, or in representations or warranties of the Existing 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 Credit Agreement 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 projections were prepared. (h) All fees payable to the Agents and the other Credit Documents shall be reasonably satisfactory in form and substance to Lenders on or before the Lender, and the Lender Eighth Amendment Effective Date shall have received such other documents in respect of any aspect or consequence been paid. (i) The Agent shall have been reimbursed by the Loan Parties for all reasonable costs and expenses of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, Agents (including, without limitation, a copy reasonable attorneys’ fees) in connection with the preparation, negotiation, execution, and delivery of any debt instrument, security agreement or other material contract this Eighth Amendment and related documents. The Loan Parties hereby acknowledge and agree that the Administrative Agent may charge the Loan Account to which the Borrower is to be a partypay such costs and expenses.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Section 2 of this Amendment shall become effective on only upon the date (the "Eighth Amendment ---------------- Effective Date") on which prior or concurrent satisfaction of all of the following conditions have been conditions: (a) The Lenders (or are -------------- concurrently beingtheir respective counsel) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by received from each party heretohereto either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Lenders (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. (b) The Lender Lenders shall have received a copyfavorable written opinion (addressed to the Lenders and dated the date hereof) of each of (i) Xxxxxxxx Xxxxxx Xxxxx & Xxxx LLP, special counsel for the Borrower and (ii) Dykema Gosset Xxxxx Xxxxx PLLC, counsel for the Borrower, in each case, in form and substance reasonably satisfactory to the LenderLenders 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 corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance authorization of this Eighth Amendment and any other legal matters relating to the Loan Parties, the Loan Documents, the Transactions or this Amendment, certified 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 Secretary President, a Vice President or an Assistant Secretary a Financial Officer of the Borrower as and each Subsidiary Loan Party, confirming compliance with the conditions set forth in paragraphs (a) and (b) 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 Section 4.02 as of the date of such certificatehereof. 4. (e) The Lender Lenders shall have received a certificate of the Secretary on or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as prior to the incumbency date hereof all fees and signature of the officer(s) of the Borrower executing this Eighth Amendment other amounts due and any certificate payable on or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in or pursuant prior 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 (except hereof, including, to the extent the same relate invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of their respective counsel) required to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date)reimbursed or paid by any Loan Party. 6. No Default (f) All consents and approvals required to be obtained from any Governmental Authority or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters Person in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender Amendment shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestbeen obtained. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on as of the first date (the "Eighth Amendment ---------------- Effective DateTHIRD AMENDMENT DATE") on or before May 18, 1999 upon which all of the following conditions have been satisfied: (or are -------------- concurrently beingi) satisfied: --- 1. This Eighth Amendment Borrower and McKesson shall have been delivered to one another duly executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 counterparts of this Eighth Amendment shall have been paid Amendment; (ii) all the representations and warranties in Section 4 below (after giving effect to any amendments to the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory Representation Certificate delivered to McKesson prior to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance date 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 be true and correct as of the date of such certificate.this Amendment; 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(iii) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of no Default shall have occurred and be continuing. 7. All corporate and continuing on the date of this Amendment (other proceedings, and all documents, instruments and other legal matters than Defaults which are not the subject of the limited waiver in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, Section 2 above which might occur under Section 5.9 of the Credit Agreement with respect to the fiscal quarter ending March 31, 1999, as to which Borrower currently makes no representation and McKesson gives no waiver in this Amendment) or will result from the consummation of this Amendment (after giving effect to this Amendment); (iv) Borrower shall have executed and delivered UCC financing statements satisfactory to McKesson for filing with appropriate officers of the states of Illinois, Indiana and Kansas. (v) Borrower and McKesson shall have executed and delivered to one another the documentation concerning the Amended and Restated Warrant Purchase Agreement and the other Warrants described in clauses (b), (c) and (d) of Section 4.3 of the Credit Documents Agreement as added by this Amendment; and (vi) Borrower shall be reasonably have delivered to McKesson an opinion of counsel, satisfactory to McKesson in form and substance to substance, concerning the Lender, Amended and Restated Warrant Purchase Agreement and the Lender shall have received such other documents Warrants described in respect clauses (b), (c) and (d) of any aspect or consequence Section 4.3 of the transactions contemplated hereby or thereby Credit Agreement as it added by this Amendment. When and if this Amendment becomes effective, the amendments set forth in Section 1 shall reasonably requestbe deemed effective as of April 14, 1999. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become not be effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all until each of the following conditions have precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment The Administrative Agent shall have been received counterparts of this Amendment duly executed and delivered by each party of the parties hereto. 2. (b) All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to action on the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, part of the corporate resolutions of Loan Parties (including, without limitation, the New Borrower, authorizing ) necessary for the revision in the Revolver Borrowing Base and the valid execution, delivery and performance by the Loan Parties of this Eighth AmendmentAmendment and the documents, certified by instruments and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Secretary or an Assistant Secretary Administrative Agent shall have been provided to the Administrative Agent. (c) The Loan Parties shall have paid in full all reasonable costs and expenses of the Borrower as Agents (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution and delivery of the Eighth this 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 certificateand related documents. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(d) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate (e) No “Default” or “Event of Default” (each as defined in the Term Credit Agreement) shall have occurred and be continuing or would result from the entering into of this Amendment or the performance by the Loan Parties of their obligations hereunder. (f) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, an opinion of Rxxx Xxxxx LLP, which shall cover such matters with respect to Sportsman’s Warehouse Development II, LLC as the Administrative Agent may reasonably request. (g) The New Borrower (and each other proceedingsLoan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to any of the Loan Documents, together with true and accurate copies of all Organization Documents. (h) The Administrative Agent shall have received an acknowledgment in respect of the Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Loan Parties and Term Agent. (i) Subject to Section 8 below, the Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Agreement and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (j) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Amendment and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the Loan Parties. (k) The Administrative Agent shall have received such additional documents, instruments instruments, and other legal matters agreements as any Agent may reasonably request in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requesthereby. 8. 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 to be a party.

Conditions to Effectiveness. (a) This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all as of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed Effective Date when, and delivered by each party hereto. 2. All payments required under Article Vonly when, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Administrative Agent shall have received a copy(i) counterparts of this Amendment executed by each Borrower and the Required Lenders or, in form and substance reasonably as to any of the Lenders, advice satisfactory to the LenderAdministrative Agent that such Lender has executed this Amendment and (ii) a one-time cash fee for each Lender that executes and delivers a signature page to this Amendment not later than the close of business (New York time) on October 13, 2000 equal to 0.25% of the corporate resolutions sum of the Borrower, authorizing aggregate amount of Loans then outstanding owing to such Lender plus the revision then effective aggregate amount of the undrawn Revolving Loan Commitment of such Lender which fee shall be paid by wire transfer of immediately available funds and distributed by the Administrative Agent to the Lenders entitled thereto. (b) The effectiveness of this Amendment (other than this Section Two) is further conditioned upon the accuracy of the representations and warranties set forth in the Revolver Borrowing Base Section Three hereof. SECTION THREE - REPRESENTATIONS AND WARRANTIES The Parent and the executionCompany hereby confirm, delivery reaffirm 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of restate the representations and warranties made by the Borrower it in or pursuant to Section 6 of the Credit Documents shall be true Agreement and correct in all material respects on such representations and as of the Eighth Amendment Effective Date as if made on and as of such date (except to the extent the same relate to another, earlier date, in which case they shall be warranties are true and correct in all material respects as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct only as of such earlier specified date)., except such representations and warranties need not be true and correct to the extent that changes in the facts and conditions on which such representations and warranties are based are required or permitted under the Credit Agreement or such changes arise out of events not prohibited by the covenants set forth in Sections 7 and 8 of the Credit Agreement or otherwise permitted by consents or waivers. The Company hereby further represents and warrants (which representations and warranties shall survive the execution and delivery hereof) to the Agents and each Lender that: 6. (a) Each Credit Party has the corporate power and authority to execute, deliver and perform this Amendment and has taken all corporate actions necessary to authorize the execution, delivery and performance of this Amendment; (b) No Default or Event of Default shall have has occurred and be is continuing.; 7. All corporate (c) No consent of any person other than all of the Lenders and other proceedingsthe Agents parties hereto, and all documentsno consent, instruments and other legal matters permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the transactions contemplated execution, delivery, performance, validity or enforceability against any Credit Party of this Amendment; (d) This Amendment has been duly executed and delivered on behalf of each Credit Party by this Eighth Amendment, the Existing a duly authorized officer or attorney-in-fact of such Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the LenderParty, and constitutes a legal, valid and binding obligation of each Credit Party enforceable against such Credit Party in ac- cordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally, (b) general principles of equity (whether such enforceability is considered in a proceeding in equity or at law), and by the Lender shall have received such discretion of the court before which any proceeding therefor may be brought, or (c) public policy considerations or court administrative, regulatory or other documents in respect governmental decisions that may limit rights to indemnification or contribution or limit or affect any covenants or agreements relating to competition or future employment; and (e) The execution, delivery and performance of this Amendment will not violate (i) any provision of law applicable to any Credit Party or (ii) any contractual obligation of any aspect Credit Party, other than such violations that would not reasonably be expected to result in, singly or consequence of in the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender shall have received each additional document, instrument, legal opinion or item of information reasonably requested by the Lender, including, without limitationaggregate, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to be a partyMaterial Adverse Effect.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on the date December 10, 2002 (the "Eighth Amendment ---------------- Effective Date") on which all if each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment precedent shall have been satisfied on or prior to such day: (a) The Administrative Agent shall have received, with a copy for each Funding Agent, this Amendment duly executed and delivered by each party hereto.the Issuer, the Collection Agent and the Indenture Trustee; 2. All payments required under Article V, Section 1 of this Eighth Amendment (b) The Administrative Agent shall have been paid to received, with a copy for each Funding Agent, the Lender by the Borrower. 3. The Lender shall have received a copySupplemental Indenture No.1, in form and substance reasonably satisfactory to 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 dated as of the Eighth date hereof, to the Base Indenture (the "Supplemental Indenture"), substantially in the form of Exhibit A to this Amendment, duly executed and delivered by the Issuer and the Indenture Trustee; (c) The Administrative Agent shall have received, with a copy for each Funding Agent, the First Amendment, dated as of the date hereof, to the Receivables Purchase Agreement (the "Receivables Purchase Agreement Amendment"), substantially in the form of Exhibit B to this Amendment, duly executed and delivered by the Seller and the Issuer; (d) The Administrative Agent shall have received, with a copy for each Funding Agent, the First Amendment, dated as of the date hereof, to the Dunlop Receivables Purchase Agreement (the "Dunlop Receivables Purchase Agreement Amendment"), substantially in the form of Exhibit C to this Amendment, duly executed and delivered by Dunlop and the Seller; (e) The Administrative Agent shall have received, with a copy for each Funding Agent, the First Amendment, dated as of the date hereof, to the Collection Agency Agreement (the "Collection Agency Agreement Amendment"), substantially in the form of Exhibit D to this Amendment, duly executed and delivered by the Collection Agent, the Issuer and the Indenture Trustee; (f) The Administrative Agent shall have received, with a copy for each Funding Agent, the consent and waiver of each CP Conduit Purchaser and each APA Bank, in the form of Exhibit E to this Amendment (the "Consent and Waiver"); (g) After giving effect to the Consent and Waiver, the representations and warranties of the Issuer, the Seller and the Collection Agent contained in the Transaction Documents shall be true and correct in all material respects as of the Amendment Effective Date, which certificates shall state that except to the resolutions extent any such representation or authorizations thereby certified have not been amended, modified, revoked or rescinded warranty is expressly made only as of the another date of such certificate. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment and any certificate or other document to be delivered by (in which case it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents shall be true and correct in all material respects on and as of such other date); (h) On the Eighth Amendment Effective Date as if made on and as of such date Date, the Issuer shall reduce the Series 2001-1 Invested Amount by effecting a Decrease pursuant to Section 2.5 (except without, however, giving effect to the extent requirement under Section 2.5 that Decreases occur only on Reporting Dates during the same relate Revolving Period) of the Series 2001-1 Supplement in an amount equal to another$23,916,000; (i) On the Amendment Effective Date, earlier datethe Indenture Trustee, in which case they shall be true and correct in all material respects as acting at the written direction of such earlier date). 6. No Default or Event of Default the Collection Agent, shall have occurred withdrawn from the Series 2001-1 Expense Subaccount and be continuing.paid to ABN AMRO, the Funding Agent with respect to Amsterdam Funding Corporation, $248,302.84 pursuant to Section 6 of this Amendment; 7. All corporate (j) The Transferor Purchaser shall have made the following assignments in accordance with Section 11.10(e) of the Series 2001-1 Supplement: $22,391,036 of the Transferor Purchaser's Purchaser Invested Amount to Park Avenue Receivables Corporation and other proceedingsXX Xxxxxx Xxxxx; $28,073,328 of the Transferor Purchaser's Purchaser Invested Amount to Special Purpose Accounts Receivables Cooperative Corporation and Canadian Imperial Bank of Commerce; $14,036,664 of the Transferor Purchaser's Purchaser Invested Amount to Jupiter Securitization Corporation and Bank One, N.A.; and $14,036,664 of the Transferor Purchaser's Purchaser Invested Amount to Thunder Bay Funding Inc. and Royal Bank of Canada, and all documents, instruments and other legal matters in connection with shall have delivered the transactions contemplated by this Eighth Amendment, related Purchaser Supplements to the Existing Credit Agreement, the Credit Agreement Administrative Agent and the other Credit Documents shall be reasonably satisfactory in form and substance Issuer; and (k) Each Funding Agent with respect to the Lender, a CP Conduit Purchaser and the Lender APA Banks with respect to such CP Conduit Purchaser shall have received such other documents payment of a renewal fee in respect of any aspect or consequence an amount equal to 0.20% of the transactions contemplated hereby or thereby as it shall reasonably requestMaximum Purchaser Invested Amount with respect to such Purchaser. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, The amendments set forth in Section 2 shall become effective on the first date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions precedent have been satisfied or waived (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment the first date on which such conditions shall have been so satisfied or waived, the “Second Amendment Effective Date”): (a) the Company, MetLife and the Holders shall have executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 a counterpart of this Eighth Amendment shall have been paid to Amendment; (b) MetLife and the Lender by the Borrower. 3. The Lender Holders shall have received a copyfully executed copy of an amendment agreement to the New York Life Master Note Facility, dated as of the date hereof (the “New York Life Amendment”), by and among the Company, NYL Investors LLC and the other holders of notes party thereto, in form and substance reasonably satisfactory to the Lender, of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base Required Holders; (c) MetLife and the executionHolders shall have received a fully executed copy of an amendment agreement to the Prudential Shelf Agreement, delivery and performance of this Eighth Amendment, certified by the Secretary or an Assistant Secretary of the Borrower dated as of the Eighth Amendment Effective Datedate hereof (the “Prudential Amendment”), which certificates by and among the Company, PGIM, Inc., The Prudential Insurance Company of America and the other holders of notes party thereto, in form and substance satisfactory to the Required Holders; (d) the 364-Day Facility shall state that have been terminated, and the resolutions or authorizations thereby certified Company shall have not been amended, modified, revoked or rescinded provided evidence thereof in form and substance satisfactory to the Required Holders; (e) each of the representations and warranties set forth in Section 3 above shall be true and correct as of the date of such certificate. 4. The Lender shall have received a certificate the execution and delivery of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth this Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents shall be true and correct in all material respects on and as of the Eighth Second Amendment Effective Date as if made on and as of such date (except or if any representation and warranty is expressly stated to the extent the same relate to another, earlier have been made as of a specific date, in which case they shall be true and correct in all material respects as of such earlier specific date). 6. No (f) no Default or Event of Default shall have occurred and be continuing.continuing on and as of the Second Amendment Effective Date or immediately after giving effect to this Amendment; and 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with (g) the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender Company shall have received such other documents in respect of any aspect or consequence paid the reasonable fees and disbursements of the transactions contemplated hereby or thereby as it shall reasonably requestHolders’ special counsel in accordance with Section 6 below. 8. 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 to be a party.

Conditions to Effectiveness. (a) This Eighth Amendment, and First Amendment (other than the modifications to the Credit Agreement provided for herein, Xxx Related Amendments) shall become not be effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all until each of the following conditions precedent have been fulfilled to the satisfaction of the Administrative Agent: (or are -------------- concurrently beingi) satisfied: --- 1. This Eighth First Amendment shall have been duly executed and delivered by each party heretothe respective parties. 2. (ii) All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to corporate and shareholder action on the Lender by the Borrower. 3. The Lender shall have received a copy, in form and substance reasonably satisfactory to the Lender, part of the corporate resolutions of Loan Parties necessary for the Borrower, authorizing the revision in the Revolver Borrowing Base and the valid execution, delivery and performance by the Loan Parties of this Eighth Amendment, certified by First Amendment shall have been duly and effectively taken and evidence thereof satisfactory to the Secretary or an Assistant Secretary of Administrative Agent shall have been provided to the Administrative Agent. (iii) The Borrower shall have paid the Administrative Agent the fees required under the Fee Letter 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 amended and restated as of the date of such certificatehereof. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s(iv) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate (v) The Loan Parties shall have executed such additional instruments, documents and other proceedingsagreements as the Administrative Agent may reasonably request. (b) This First Amendment (with respect to the Xxx Related Amendments) shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Administrative Agent: (i) The conditions precedent set forth in Paragraph 11(a) shall have been satisfied. (ii) The Parent shall have executed and delivered a Facility Guarantee to the Administrative Agent. (iii) The Xxx Transaction shall have been consummated, and all documentsprovided that, instruments and other legal matters in connection with this clause (iii) shall be deemed to have been satisfied if, prior to the transactions contemplated by this Eighth Amendmentconsummation of the Xxx Transaction, the Existing Credit Agreementproceeds of the Senior Subordinated Notes are held in escrow pending the consummation of the Xxx Transaction or are returned to the holders of the Xxx Transaction Financing if the Xxx Transaction is not consummated within 120 days after the date of this First Amendment. (iv) The instruments, documents and agreements evidencing the Xxx Transaction Financing shall be reasonably satisfactory to the Administrative Agent, it being agreed that such instruments, documents and agreements shall be deemed reasonably satisfactory as long as (i) none of the provisions thereof would violate the representations, covenants and agreements of the Loan Parties under the Credit Agreement and other Loan Documents, after giving effect to the First Amendment, and (ii) the provisions are otherwise materially consistent with the draft documents and agreements previously furnished to the Agent. (v) The Agents shall have received a solvency opinion from an independent Person reasonably acceptable to the Administrative Agent addressed to the Agents and the other Credit Documents shall be Secured Parties, the form, methodology and results of which are reasonably satisfactory to the Agents in all respects. The Administrative Agent shall not request that such solvency opinion be addressed to any Person other than the Agents and the other Secured Parties. (vi) The Administrative Agent shall have received an updated favorable legal opinion of the Loan Parties’ counsel addressed to the Agents and the other Secured Parties, in form and substance reasonably satisfactory to the LenderAgents, and including without limitation, with respect to the Lender Xxx Transaction. (vii) No Default or Event of Default shall have received occurred and be continuing. (viii) The Loan Parties shall have executed such other additional instruments, documents in respect of any aspect or consequence of and agreements as the transactions contemplated hereby or thereby as it shall Administrative Agent may reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth AmendmentAmendment shall not be --------------------------- effective until all proceedings of the Borrower taken in connection herewith and the transactions contemplated hereby shall be satisfactory in form and substance to Agent and Required Lenders, and the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all each of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment precedent shall have been satisfied: (a) The Agent has received counterparts of this Amendment executed by the Borrower and delivered the Required Lenders and counterparts of the Consent appended hereto (the "Consent") executed by each party hereto.of the Guarantors and Grantors (as defined in the Security Agreement) listed therein (such Guarantors and Grantors, together with the Borrower, each a "Loan Party" and, collectively, the "Loan Parties"); 2. (b) All payments required under Article Vfees and expenses, Section 1 including legal and other professional fees and expenses incurred, payable on or prior to the date of this Eighth Amendment to Agent, including, without limitation, the fees and expenses of its counsel, shall have been paid to the Lender by extent that same had been billed prior to the Borrower.date of this Amendment; and 3. The (c) Agent and each Lender shall have received each of the following: (1) a copy, in form and substance reasonably satisfactory certificate of the Borrower certifying (i) as to the Lenderaccuracy, after giving effect to this Amendment, of the corporate resolutions representations and warranties set forth in Article V of the BorrowerCredit Agreement, authorizing the revision other Loan Documents and in the Revolver Borrowing Base this Amendment, and (ii) that there exists no Default or Event of Default, after giving effect to this Amendment 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 will not been amended, modified, revoked or rescinded as of the date of such certificate. 4. The Lender shall have received cause a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing.Default; and 7. All corporate and (2) such other proceedingsdocuments, instruments, and all documentscertificates, instruments and other legal matters as Agent or Required Lenders shall deem necessary or appropriate in connection with this Amendment and the transactions contemplated hereby, including without limitation copies of resolutions of the board of directors of the Borrower authorizing the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. a) This Eighth Amendment, and the modifications obligation of the Lender to make further Term Loans to the Borrower in accordance with the terms of this amendment and the Credit Agreement provided for hereinAgreement, shall will become effective on the first date on which each of the conditions precedent set forth in this Section 5 has been satisfied to the reasonable satisfaction of the Lender (the "Eighth Amendment ---------------- “Effective Date"”): (i) on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender shall have received from the Borrower a duly executed original (or, if elected by the Lender, an executed facsimile copy) counterpart to this Amendment, and the Borrower shall have received from the Lender a duly executed original (or, if elected by the Borrower, an executed facsimile copy) counterpart to this Amendment. (ii) the Lender shall have received from the Borrower a duly executed original of a Term Note in substantially the form of Exhibit B hereto, which shall replace the Term Note dated December 14, 2010, executed by the Borrower in favor of the Lender in connection with the closing of the Credit Agreement (which original Term Note shall be surrendered by the Lender to the Borrower promptly after the Borrower’s delivery of such replacement Term Note and the closing of this Amendment); (iii) the Lender shall have received from each Guarantor specified therein a duly executed original (or, if elected by the Lender, an executed facsimile copy) counterpart to the Consent and Agreement of Guarantors attached hereto as Exhibit C; (iv) the Lender shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, in form and substance reasonably satisfactory to the Lender, certifying the attachment to such certificate of (A) a true, correct and complete copy of the corporate current articles of incorporation of the Borrower (and all amendments thereto), (B) a true, correct and complete copy of the current bylaws of the Borrower (and all amendments thereto), (C) a copy of the resolutions adopted by the Borrower for the purpose of authorizing the Borrower to enter into this Amendment and to perform its Obligations hereunder (which resolutions shall not have been rescinded or otherwise modified since originally having been adopted), (D) information evidencing the identity, authority and capacity of each Responsible Officer of the Borrower authorized to execute and deliver this Amendment and the replacement Term Note on behalf of the Borrower, authorizing and (E) a certificate of good standing for the revision in the Revolver Borrowing Base and the execution, delivery and performance Borrower issued as of this Eighth Amendment, certified a recent date by the Secretary or an Assistant Secretary State of California; (v) 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of from the Borrower’s outside counsel, dated the Eighth Amendment Effective Date, as in form and substance satisfactory to the incumbency and signature of Lender, a legal opinion addressing such matters as the officer(sLender may reasonably request; (vi) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in or pursuant to the Credit Documents Section 4 of this Amendment shall be true and correct in all material respects on and as of the Eighth Amendment Effective Date with the same effect as if made on and as of such date the Effective Date; (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and vii) the Lender shall have received such other documents from the Borrower an upfront fee in respect of any aspect or consequence an amount equal to .25% multiplied by $125,000,000 (the amount of the transactions contemplated hereby or thereby as it increase in the Term Loan Commitment being effected pursuant to the terms of this Amendment), which fee shall reasonably request.be fully earned when paid and shall not be refundable for any reason whatsoever; and 8. The Lender (viii) the Borrower shall have received each additional document, instrument, legal opinion or item paid all Attorney Costs of information reasonably requested by the Lender, including, without limitation, a copy of Lender to the extent invoiced prior to the Effective Date (including any debt instrument, security agreement or other material contract previously invoiced and outstanding Attorney Costs that relate to which the Borrower is to be a partyservices previously provided).

Conditions to Effectiveness. This Eighth The effectiveness of this Amendment is expressly conditioned upon the satisfaction of each of the following conditions precedent in a manner satisfactory to Agent and Revolving Agent: (a) Agent and Revolving Agent shall have received a copy of this Amendment, and the modifications to the Credit Agreement provided for hereinattached Consent and Reaffirmation, shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto.Agent, Revolving Agent, the Lenders and the Loan Parties; 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender (b) Agent and Revolving Agent shall have received a copycopy of an amendment to the Agreement Among Lenders, in form and substance reasonably satisfactory to Agent and Revolving Agent and duly executed by Agent, Revolving Agent and the Lender, Lenders; (c) Agent and Revolving Agent shall have received copies of the corporate resolutions Specified Preferred Equity Documents, in form and substance reasonably satisfactory to Agent and Revolving Agent, and certified by an Authorized Person as being true, accurate and complete in all respects; (d) Agent and Revolving Agent shall have received true, complete and correct copies of the Borrowerexecuted Specified Preferred Subordinated Debt Documents, authorizing in form and substance satisfactory to Agent and Revolving Agent, and evidence, in form and substance satisfactory to Agent and Revolving Agent, that the revision in Borrowers have received cash proceeds of not less than $25,000,000 from the Revolver Borrowing Base and the execution, delivery and performance of this Eighth Amendment, certified by the Secretary or an Assistant Secretary issuance 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 Specified Preferred Subordinated Debt on the date of such certificate.hereof pursuant to the Specified Preferred Subordinated Debt Documents; 4. The Lender (e) Agent and Revolving Agent shall have received a certificate 26-week cash flow forecast, in form and substance reasonably satisfactory to Agent and Revolving Agent; (f) the Borrowers shall have paid Agent and Revolving Agent for all Lender Group Expenses (including reasonable and documented out-of-pocket attorneys' fees and expenses) payable to Agent and Revolving Agent, as applicable, on or prior to the closing date of this Amendment; (g) the Borrowers shall have paid in kind the Term Loan Amendment Fee (as defined below) as set forth in Section 8 below; (h) Revolving Agent shall have received an executed copy of the Secretary or an Assistant Secretary of Amendment No. 1 Revolver Fee Letter, and the Borrower, dated Borrowers shall have paid to Revolving Agent the Eighth Amendment Effective Date, as fees required to be paid by the Borrowers pursuant to the incumbency Amendment No. 1 Revolver Fee Letter; (i) Agent and signature of Revolving Agent shall have received all other documents and legal matters in connection with the officer(s) of the Borrower executing transactions contemplated by this Eighth Amendment and any certificate such documents shall have been delivered or other document executed or recorded and shall be in form and substance satisfactory to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary.Agent and Revolving Agent; 5. Each of (j) the representations and warranties made by of the Borrower Loan Parties set forth in or pursuant to the Credit Documents Section 7 below 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; and (except k) after giving effect to the extent the same relate to anotherthis Amendment, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No no Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with continuing on the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect date hereof or consequence as of the transactions contemplated hereby or thereby as it shall reasonably requesteffectiveness of this Amendment. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Fourth Amendment shall become effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all upon satisfaction of the following conditions have been on or prior to May 7, 2001 (or are -------------- concurrently beingthe "Effective Date"): (a) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered receipt by each party hereto. 2. All payments required under Article V, Section 1 the Agent of a counterpart of this Eighth Amendment shall have been paid Fourth Amendment, executed by the Borrowers, each Guarantor and the required Banks; (b) receipt by the Agent of a Borrowing Base Report and accounts receivable aging report as of March 31, 2001; (c) receipt by the Agent for each the Revolving A Banks and the Revolving B Banks, duly executed Revolving Credit A Notes and Revolving Credit B Notes, as the case may be (with each Revolving A Bank returning its original Revolving Credit Note to the Lender Company); (d) receipt by the Borrower. 3. The Lender shall have received a copyAgent of the Warrants and the Warrant Purchase Agreement, in form and substance reasonably satisfactory to the LenderAgent, 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 executed by the Secretary Company for each Bank receiving such Warrants; (e) evidence satisfactory to the Agent that all necessary corporate or an Assistant Secretary other similar action has been taken by the Company and its Subsidiaries to authorize the transaction contemplated hereby; (f) evidence satisfactory to the Agent that all conditions required by the Revolving B Banks to accede to this Credit Agreement have been satisfied and all conditions to closing set forth by the Revolving B Banks have been satisfied; (g) receipt by the Agent of a legal opinion from counsel to the Borrower as of the Eighth Amendment Effective DateCompany, 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance satisfactory to the Lender, and Agent; (h) receipt by the Lender Agent of payment in cash of the amendment fee required by Section 20 above; (i) the Borrowers shall have received such other documents in respect of any aspect or consequence paid to the Agent for the account of the transactions contemplated hereby or thereby as it shall reasonably request. 8. The Lender Agent's Special Counsel all outstanding bills for legal fees and expenses through April 30, 2001 and, in addition, shall have paid to the Agent, for the account of Kaye Xxxxxxx XXX, as counsel to the Banks, all outstanding bills for legal fees and expenses though April 30, 2001; and (j) evidence satisfactory to the Agent that all bills received each additional documentfor fees and expenses of the Operational Consultant, instrumentCarl Xxxxx Xxxsulting Group and any other consultants and/or examiners through April 30, legal opinion or item of information reasonably requested 2001 shall have been paid by the Lender, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower is to be a partyCompany.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Third Amendment shall become not be effective on the date (the "Eighth Amendment ---------------- Effective Date") on which all until each of the following conditions precedent have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid fulfilled to the Lender by satisfaction of the Borrower.Term Agent (such date referred to herein as, the “Effective Date”): 3. The Lender (a) the Term Agent shall have received a copythis Third Amendment, in form and substance reasonably satisfactory to the Lender, duly executed by each of the corporate resolutions of the Borrower, authorizing the revision in the Revolver Borrowing Base and the execution, delivery and performance of parties hereto; (b) after giving effect to this Eighth Third 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. 4. The Lender shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of the Borrower executing this Eighth Amendment 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. 5. Each of the representations and warranties made by the Borrower in 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. No no Default or Event of Default shall have occurred and be continuing.; 7. All corporate (c) all orders, permissions, consents, approvals, licenses, authorizations and other proceedingsvalidations of, and all documentsfilings, instruments recordings and registrations with, and exemptions by, any Governmental Authority, or any other legal matters Person required to authorize or otherwise required in connection with the execution, delivery and performance by each Credit Party of this Third Amendment and the transactions contemplated hereby, shall have been obtained and shall be in full force and effect; (d) the Credit Parties shall have (i) delivered to the Term Agent, (A) evidence, in form acceptable to the Term Agent, of the closing of the transactions contemplated by this Eighth Amendmentthe Senior Subordinated Promissory Note, dated as of the date hereof (the “Subordinated Note”), executed and delivered by the Lead Borrower to Kxxxxxx Xxxxxx Foundation (the “Subordinated Lender”), and (B) duly-executed copies of the Subordinated Note and all related documentation, including without limitation, the Existing Credit AgreementWarrant, as required by the Credit Agreement and the other Credit Documents shall be reasonably satisfactory Term Agent in its sole discretion, in each case, in form and substance acceptable to the LenderTerm Agent, and (ii) received $5,000,000 in Subordinated Indebtedness proceeds from the Subordinated Lender pursuant to the Subordinated Note, and shall have received used such other documents in respect of any aspect or consequence proceeds to prepay the outstanding principal balance of the transactions contemplated hereby or thereby as it Term Loans (notwithstanding the application of payments provisions set forth in Section 1.8(c) of the Term Loan Agreement), which prepayment shall reasonably request.be subject to the Prepayment Premium; provided, that such Prepayment Premium in an amount equal to $100,000 shall be fully earned and due on the date hereof, but not payable until the earlier of (A) the payment in full in cash of the Obligations, (B) the occurrence of an Event of Default, and (C) August 1, 2017; and 8. The Lender (e) the Credit Parties shall have received each additional documentpaid in full (i) all invoiced Credit Party expenses in connection with the preparation, instrumentexecution, legal opinion or item delivery and administration of information reasonably requested by this Third Amendment and the Lenderother instruments and documents to be delivered hereunder, (ii) the Amendment Fee First Installment (as defined below), and (iii) all unpaid interest on the Term Loans due and payable under the Term Loan Agreement as of the date hereof (including, without limitation, a copy any additional interest resulting from the amendment to the definition of Applicable Margin set forth herein; provided, that any debt instrumentsuch additional interest shall be fully earned and due on the date hereof, security agreement or other material contract to which but not payable until the Borrower is earlier of (A) the payment in full in cash of the Obligations, (B) the occurrence of an Event of Default, and (C) April 3, 2017). The amounts to be a partypaid by the Credit Parties set forth in this Section 6(e) shall be fully earned and due as of the date hereof, and no portion thereof when paid shall be refunded or returned to the Credit Parties under any circumstances.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, Amendment shall become effective on only upon the date (the "Eighth Amendment ---------------- Effective Date") on which satisfaction of all of the following conditions have been precedent (or are -------------- concurrently beingthe date of satisfaction of such conditions being referred to herein as the "Third Amendment Effective Date"): (a) satisfied: --- 1. This Eighth Amendment Each of the parties hereto shall have been duly executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to (whether the Lender by the Borrower. 3. The Lender same or different copies) and PNC shall have received a copycopy signed by each of the Borrower and Holdings (collectively, the "Principal Parties"); (b) PNC shall have received, if requested, the favorable opinions of counsel as PNC may reasonably request, in form and substance reasonably satisfactory to 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.PNC; 4. The Lender (c) PNC shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature of the officer(s) of signed by the Borrower executing this Eighth Amendment 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. 5. Each stating that each of the representations and warranties made by the Borrower contained in or pursuant to the Credit Documents shall be Section 3 hereof are true and correct in all material respects on and as of the Eighth Amendment Effective Date as if though made on and as of such date date; (except d) PNC shall have received payment in full of all of the fees and expenses due and payable pursuant to Section 5 hereof; (e) Since November 8, 1999, Holdings shall have made to the extent Borrower a capital contribution of at least $1,000,000; (f) The current indebtedness of the same relate Borrower in the amount of $118,000 owing to another, earlier date, in which case they Xxxxx Xxxxxxxxx shall be true evidenced by a note, which note shall (i) be expressly subordinated to the indebtedness of the Borrower owing to the Lender pursuant to the Intercreditor and correct in all material respects Subordination Agreement dated as of such earlier date). 6. No Default or Event of Default shall have occurred the date hereof between Xxxxx Xxxxxxxxx and be continuing. 7. All corporate and other proceedingsPNC, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, (ii) bear no interest as long as any amounts are outstanding under the Credit Agreement or any of the Other Documents and (iii) be endorsed over the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender PNC Business Credit; (g) PNC shall have received such other documents in respect documents, including, but not limited to, amendments, modifications, supplements or restatements of any aspect Other Documents, opinions, approvals or consequence of the transactions contemplated hereby or thereby appraisals as it shall PNC may reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement The amendments provided for herein, in Section 1 hereof shall become effective on at the date and time (the "Eighth Amendment ---------------- “Effective Date"”), which must be on or prior to September 14, 2012, that: (a) on which all of the following conditions have been (or are -------------- concurrently being) satisfied: --- 1. This Eighth Amendment Agent shall have been received one or more counterparts of (i) this Amendment, executed and delivered by each party the Borrowers, the Incremental Lenders and the Agent, and (ii) the Consent and Reaffirmation in the form of Exhibit I hereto., executed and delivered by the Guarantors; 2. All payments required under Article V, Section 1 of this Eighth Amendment (b) the Agent shall have been paid received in immediately available funds and without offset or deduction of any kind for the pro rata benefit of each Incremental Lender a non-refundable fee in an amount equal to 0.25% of (i) in the case of any Incremental Lender by (other than the Borrower.Additional Revolving Lender), the amount of the increase in the Revolving Loan Commitment of such Incremental Lender as reflected on Annex J attached hereto or (y) in the case of the Additional Revolving Lender, the amount of the Additional Revolving Lender’s Revolving Loan Commitment as set forth on Annex J hereto; 3. The (c) each Incremental Lender shall have received a copy, in form and substance reasonably satisfactory promissory note to evidence the Revolving Credit Advances made pursuant to the Lender, Amendment No. 3 Incremental Revolving Loan Commitments if requested by such Incremental Lender (which notes shall constitute Notes for purposes of this Agreement); (d) the Agent shall have received a certificate 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 chief financial officer of the Borrower Representative, dated as of the Eighth Amendment Effective Date, which certificates certifying that, after giving pro forma effect to all Revolving Loans that could be incurred under the Amendment No. 3 Incremental Revolving Loan Commitments, (i) no Default or Event of Default shall state that have occurred and be continuing and (ii) the resolutions or authorizations thereby certified have not been amendedCredit Parties, modifiedtaken as a whole, revoked or rescinded as of shall be Solvent; (e) the date of such certificate. 4. The Lender Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Credit Party, in form and substance satisfactory to the BorrowerAgent, (i) certifying the resolutions of such Credit Party’s board of directors (or equivalent governing body) approving and authorizing the Amendment No. 3 Incremental Revolving Loan Commitments, (ii) certifying that none of the organizational documents of such Credit Party delivered to the Agent prior thereto have been modified or altered in any way (or, if modifications have occurred, certifying new copies of such organizational documents) and (iii) certifying the incumbency of the officers of such Credit Party; (f) the Agent shall have received an opinion of counsel to the Credit Parties in form and substance and from counsel reasonably satisfactory to the Agent, addressed to the Agent and the Incremental Lenders and covering such matters as the Agent may reasonably request; (g) the Agent shall have received updates, if any, to the perfection certificates for each of the Credit Parties or to the extent that no such update is provided, an Authorized Officer’s certificate stating that no such update is required; (h) except to the extent waived by the Agent in its discretion, the 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 Credit Parties as debtor, together with copies of such financing statements; (i) the Agent shall have received (i) updated Schedules to the Credit Agreement, (ii) to the extent required by virtue of updates to the perfection certificates, updated schedules to the Guaranty and Security Agreement, in each case, except to the extent that any such schedule relates to a specific date, (iii) 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 the Agent, in favor of the Agent, (iv) for each Credit Party, except to the extent waived by the Agent in its discretion, (x) good standing certificates in its jurisdiction of organization and (y) good standing certificates and bring-down 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 as of a recent date before the Effective Date and certified by the applicable Secretary of State of other authorized Governmental Authority, (v) a certificate of an Authorized Officer of each Credit Party, dated as of the Eighth Amendment Effective Date, as certifying that the conditions set forth in Section 2.2 of the Credit Agreement are satisfied, in each case in form and substance satisfactory to the incumbency Agent and signature of the officer(s(vi) of the Borrower executing this Eighth Amendment any documents and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency fulfillment of any conditions reasonably required by any Additional Revolving Lender in respect of any separate commitment entered into prior to the date hereof by such Secretary Additional Revolving Lender for its Revolving Loan Commitment reflected on Annex J hereto; and (j) there shall be no continuing Default or Assistant Secretary. 5. Each Event of Default (after giving effect to the amendments contemplated by this Amendment), and the representations and warranties made by of the Borrower Borrowers contained in or pursuant to the Credit Documents this Amendment 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 (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date)respects. 6. No Default or Event of Default shall have occurred and be continuing. 7. All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth Amendment, the Existing Credit Agreement, the Credit Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request. 8. 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 to be a party.

Conditions to Effectiveness. This Eighth Amendment, and the modifications to the Credit Agreement provided for herein, shall become effective on the date (the "Eighth “Amendment ---------------- Effective Date"”) on which when all of the following conditions have been satisfied: (or are -------------- concurrently beinga) satisfied: --- 1. This Eighth Amendment shall have been executed and delivered by each party hereto. 2. All payments required under Article V, Section 1 of this Eighth Amendment shall have been paid to the Lender by the Borrower. 3. The Lender Agent shall have received a copycopy of this Agreement duly executed by the Loan Parties and the Lenders; (b) The Exchange Offer shall have been consummated; (c) Agent shall have received a fully executed copy of the Indenture, by and among Administrative Borrower, Parent, the Subsidiaries of Parent party thereto as guarantors, and the Indenture Trustee, with respect to the New Notes (the “New Indenture”), and such other agreements, instruments and other documents delivered in connection with the New Indenture as Agent may reasonably request, all in form and substance reasonably satisfactory to 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.Agent; 4. The Lender (d) Agent shall have received a certificate copy of the Secretary or an Assistant Secretary Promissory Note and the Satisfaction Agreement and such other agreements, instruments and other documents delivered in connection with the Ancillary Transactions as Agent may reasonably request, all in form and substance reasonably satisfactory to Agent; (e) The transactions contemplated by Section 1 of the Borrower, dated the Eighth Amendment Effective Date, as to the incumbency and signature Satisfaction Agreement shall have been consummated; (f) Agent shall have received a copy of the officer(s) of Reaffirmation and Joinder Agreement, substantially in the Borrower executing this Eighth Amendment and any certificate or other document to be delivered by it pursuant form attached as Exhibit A hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 5. Each of the representations and warranties made duly executed by the Borrower in or pursuant to Indenture Trustee, the Credit Documents shall be true Indenture Collateral Agent, the Loan Parties and correct in all material respects on and as of the Eighth Amendment Effective Date as if made on and as of such date Agent; (except to the extent the same relate to another, earlier date, in which case they shall be true and correct in all material respects as of such earlier date). 6. g) No Default or Event of Default shall have occurred and be continuing.continuing on the Amendment Effective Date or would result from this Agreement becoming effective in accordance with its terms; 7. All corporate (h) Borrowers shall have paid to Agent a fully earned and nonrefundable amendment fee equal to $20,000; (i) Borrowers shall have paid all reasonable and documented Lender Group Expenses incurred in connection with (i) the preparation, execution and delivery of this Agreement and (ii) the transactions evidenced hereby and by the other proceedings, Loan Documents; and (j) all other documents and all documents, instruments and other legal matters in connection with the transactions contemplated by this Eighth AmendmentAgreement shall have been delivered, the Existing Credit Agreementexecuted, the Credit Agreement or recorded and the other Credit Documents shall be reasonably satisfactory in form and substance reasonably satisfactory to the Lender, and the Lender shall have received such other documents in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably requestAgent. 8. 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 to be a party.