Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof only when the following conditions shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the “Second date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Thirteenth Amendment Effective ------------------------------- Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:"). ------ (a) the Administrative A. The Agent shall have received this Amendmentfor each Lender (1) counterparts hereof duly executed on behalf of the Parent Guarantor, executed the Company, the Agent and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (includingor notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent), (2) counterparts of the Fourth Amendment to Company Security Agreement, dated as of July 20, 1998, between the Company and the Agent (the "Company Security Amendment") duly executed on behalf -------------------------- of the Company and the Agent, and (3) a letter regarding the payment of a fee in the amount of $406,250 upon the closing of the purchase by the Company or any of its Subsidiaries of the capital stock or assets of CAVSA or any of its Subsidiaries, duly executed on behalf of the Company, the Agent and the Required Lenders. B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company and the Parent Guarantor approving and authorizing the execution, delivery and performance of this Amendment, and, in any eventthe case of the Company, each Extended Lender)the Company Security Amendment, together with all schedules certified by their respective corporate secretaries or assistant secretaries as being in full force and exhibits hereto and acknowledged effect without modification or amendment as of the date of execution hereof by the Administrative Company or the Parent Guarantor, as the case may be; (2) A signature and incumbency certificate of the officers of the Company and the Parent Guarantor executing this Amendment and, in the case of the Company, the Company Security Amendment; (3) For each Lender an opinion, addressed to the Agent and each Lender, from Kramer, Levin, Naftalis & Frankel, in form and substance satisfacxxxx xx the Agent; (b4) Such other information, approvals, opinions, documents, or instruments as the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and may reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Daterequest; and (i5) For the Lead Borrower shall have entered into an amendment to pro rata benefit of the Senior Notes Indenture substantially Lenders, a fee in the form amount of Exhibit C to this Amendment$406,250 and, for the benefit of the Agent, the fee set forth in that certain letter dated as of the date hereof between the Agent and such amendment shall become effective on the Second Amendment Effective DateCompany.

Conditions to Effectiveness. This Amendment shall become effective on and as of upon the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) on which each of the following conditionsshall have been received or waived by the Administrative Agent in its discretion (except that the Administrative Agent may not waive receipt of clauses (i), (ii), (iii), (iv), (x), (xi) and (xii) of this Section 4), each in form and substance satisfactory to the applicable recipient: (ai) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, Borrower and (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Lender providing a portion of the Extended LenderFacilities), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (bii) the Administrative Agent shall have received an acknowledgment and consent (“Acknowledgment and Consent”), substantially in the form of Exhibit B hereto, duly executed and delivered by each Guarantor; (iii) the Administrative Agent shall have received the favorable written opinion or opinions with respect to the Amendment and related Loan Documents executed on the Second Amendment Effective Date and the transactions contemplated hereby thereby of Xxxxxxxx (A) in-house legal counsel to the Borrower and (B) Skadden, Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, special counsel to the Borrowers Borrower and Guarantors, in each case dated the Facility GuarantorsEffective Date, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (civ) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers Borrower and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment Amendment, adopting the Loan Documents to be executed by such Person, and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agentthereof; (dv) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment the Loan Documents on behalf of the Borrowers Borrower and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (evi) the Administrative Agent shall have received any changes to the Charter Organizational Documents of the Borrowers Borrower and each Facility Guarantor since the Closing First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as true and correct by its secretary or assistant secretary; (fvii) the Administrative Agent shall have received any changes to the Operating Documents of the Borrower and each Guarantor since the First Amendment Effective Date or since last provided to the Administrative Agent prior to the Effective Date, certified as of the Effective Date as true and correct by its secretary or assistant secretary; (viii) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers Borrower and each Facility Guarantor as to the due existence and good standing of such Person; (gix) the Administrative Agent shall have received a Borrowing Notice in respect of the Extended Term Loans in each case requested to be made on the Effective Date in accordance with the Credit Agreement (after giving effect to this Amendment); (x) the Borrower shall have purchased, defeased, discharged or redeemed at least 80% of the aggregate principal amount outstanding of the Year 2006 Senior Notes using cash on hand (not resulting from borrowings under the Credit Agreement) or proceeds from the Year 2010 Senior Notes; (xi) the Borrower shall have repaid the Term Loans under the Credit Agreement to the extent contemplated by the “Lender Commitments” section of the Term Sheet provided to the Lenders in connection with this Amendment, using cash on hand (not resulting from borrowings under the Credit Agreement) or proceeds from the Year 2010 Senior Notes; and (xii) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof payable by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers JPMorgan and the Lenders (or their affiliates) in connection with this Amendment Amendment, have been paid in full; (h) Holdings shall have entered into an amendment , including the fees and expenses of counsel to the HoldCo Notes Indenture substantially Administrative Agent to the extent invoiced at least one (1) Business Day prior to or on the Effective Date (which may include amounts constituting reasonable estimates of such fees and expenses incurred or to be incurred in connection with the transaction; provided that no such estimate shall thereafter preclude the final settling of accounts as to such fees and expenses) in each case to the extent agreed upon in the form of Exhibit B to this AmendmentEngagement Letter, dated March 31, 2010, among the Administrative Agent, JPMorgan and such amendment shall become effective on the Second Amendment Effective Date; and Borrower (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date“Engagement Letter”).

Conditions to Effectiveness. This Amendment shall become effective on when, and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) only when, the Administrative Agent shall have received this Amendment, fully executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereoforiginals, each in form and substance reasonably satisfactory to the Administrative Agent; , of each of the following: (di) this Amendment and the reaffirmation by all of the Guarantors; (ii) the Fee Letter; (iii) the Credit Agreement Agency Transition Agreement; (iv) each of the Assignment Agreements; (v) the Revolving Credit Loan Note in favor of Xxxxx Fargo; (vi) the Swing Line Loan Note in favor of Xxxxx Fargo; (vii) assignments of each Mortgage from BofA, as prior Administrative Agent for the benefit of the Lenders, to Xxxxx Fargo, as successor Administrative Agent for the benefit of the Lenders; (viii) second amendments to each Mortgage; (ix) secretary certificates of each Loan Party with attachments thereto; (x) a waiver and notice letter with respect to the Intercreditor Agreement; (xi) assignments of all control agreements from BofA, as prior Administrative Agent for the benefit of the Lenders, to Xxxxx Fargo, as successor Administrative Agent for the benefit of the Lenders; (xii) amendments to all Intellectual Property Security Agreements; (xiii) opinions of counsel to Borrower and the Guarantors; (xiv) equity powers executed in blank together with Pledged Securities; (xv) receipt of cancelled existing Notes; (xvi) amendments to the existing financing statements; (xvii) title endorsements to existing title policies for each Mortgaged Property; (xviii) revised insurance certificates with respect to loss payee and additional insured; and (xix) an Omnibus Reaffirmation of Loan Documents by the Borrower and each Guarantor dated as of the date hereof in each case, in form and substance satisfactory to the Administrative Agent, together with all such other agreements, opinions and documents as Administrative Agent may request. In addition, Administrative Agent shall have received specimen signatures payment of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses other amounts required to be paid pursuant to the Fee Letter and Section 5 hereof. The effectiveness of this Amendment (other than Sections 4, 5, 6 and 7 hereof by hereof) is conditioned upon the Lead Borrower on or before accuracy of the Second Amendment Effective Date to the Administrative Agent, the Arrangers representations and the Lenders (or their affiliates) warranties set forth in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateSection 3 hereof.

Conditions to Effectiveness. This Amendment shall become effective on and as the date on which each of the date hereof following conditions is satisfied (the “Second Amendment No. 2 Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) The Administrative Agent’s receipt of executed counterparts of this Amendment from Holdings, the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers Required Lenders, each Replacement Lender and the Lenders each New Term Loan Assignee, each of which shall be originals or facsimiles or electronic copies (or their affiliatesfollowed promptly by originals) in connection with this Amendment unless otherwise specified. (b) The Borrower shall have been paid in full;, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 5 shall pay in full, (i) all of the Existing Term Loans (after giving effect to any Term Loan Conversion thereof) and (ii) all accrued and unpaid fees and interest (including the reimbursement of any costs pursuant to Section 2.21 of the Credit Agreement) with respect to the Existing Term Loans (including any such Existing Term Loans that will be converted to New Term Loans on the Amendment No. 2 Effective Date), in each case, such payments to be made with the cash proceeds of the New Term Loans to be made on the Amendment No. 2 Effective Date and other funds available to the Borrower. (hc) Holdings The Borrower shall have entered into an amendment to paid, or substantially concurrently with the HoldCo Notes Indenture substantially satisfaction of the other conditions precedent set forth in the form of Exhibit B to this AmendmentSection 5 shall pay, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment Second Lien Obligations and (ii) all accrued and unpaid fees, interest, premiums and reimbursable costs and expenses with respect to the Senior Notes Indenture substantially in Second Lien Obligations (including any amounts payable under Section 2.21 of the form Second Lien Credit Agreement as a result to such prepayment), such payments to be made with $50,000,000 of Exhibit C cash proceeds of the New Term Loans to this Amendment, and such amendment shall become effective be made on the Second Amendment Effective Date.No. 2

Conditions to Effectiveness. This Amendment No. 5 shall become effective as of the date (the “Amendment No. 5 Effective Date”) when, and only when, the following conditions have been satisfied: (i) this Amendment No. 5 shall have been executed and delivered by the Borrower, Holdings, the other Loan Parties, the Required Lenders and the Administrative Agent; (ii) (x) the Administrative Agent, the Borrower and the Additional Series D Tranche B Term Lender (as defined in Exhibit A) shall have entered into the Additional Series D Tranche B Term Joinder Agreement and (y) the Administrative Agent, the Borrower and the Additional Series E Tranche B Term Lender (as defined in Exhibit A) shall have entered into the Additional Series E Tranche B Term Joinder Agreement; (iii) the Administrative Agent shall have received copies of the resolutions of the board of directors (or authorized committee thereof) of (x) Holdings, (y) the Borrower and (z) each Subsidiary Loan Party approving and authorizing the execution, delivery and performance of this Amendment No. 5, certified as of the Amendment No. 5 Effective Date by the corporate secretary or an assistant secretary thereof as being in full force and effect without modification or amendment; (iv) the Administrative Agent shall have received a legal opinion dated the Amendment No. 5 Effective Date from Dechert LLP in form and substance reasonably satisfactory to the Arrangers and the Administrative Agent; (v) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the date hereof (both before and after giving effect to the “Second effectiveness of Amendment Effective Date”No. 5) upon with the satisfaction (or waiver by the Required Lenders) same effect as though made on and as of the following conditions:date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that the sol vency representation will be deemed to have been made on the Amendment No. 5 Effective Date after giving effect to the effectiveness of Amendment No. 5); (avi) to the extent not previously delivered, each Additional Series D Tranche B Term Lender, each Additional Series E Tranche B Term Lender and the Administrative Agent shall have received at least 3 business days prior to the date hereof all documentation and other information about the Borrower and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been requested in writing at least 5 business days prior to the date hereof; (vii) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer Borrowing Request in respect of (ax) the Lead Borrower, Series D Tranche B Term Loans and (by) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (includingSeries E Tranche B Term Loans, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged case as required by Section 2.03 of the Administrative AgentCredit Agreement; (bviii) immediately prior to and after giving effect to the effectiveness of Amendment No. 5, no Default has occurred or is continuing or shall result from the effectiveness of Amendment No. 5; (ix) the Administrative Agent shall have received payment of all fees and out-of-pocket expenses required to be paid or reimbursed by Borrower as separately agreed by Borrower and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxxx Xxxxx Lending Partners LLC (“Goldman”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“ML”), Xxxxxx Xxxxxxx Senior Funding, Inc. (“MS”), Xxxxx Fargo Securities, LLC (“Xxxxx”) and RBC Capital Markets, LLC (“RBC” and together with X.X. Xxxxxx, Xxxxxxx, XX, MS and Xxxxx, collectively, the favorable written opinion with respect “Arrangers”), and reimbursement or payment of all reasonable out-of-pocket expenses (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document, in each case to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel extent such out-of-pocket expenses have been invoiced; and (x) to the Borrowers and the Facility Guarantorsextent not previously delivered, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (ci) the Administrative Agent shall have received resolutions a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance, if applicable, duly executed by the Borrower and each Loan Party relating thereto) and (ii) the Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.07 of the boards of directors or other appropriate governing body Credit Agreement including, without limitation, flood insurance policies (or to the extent required in order to comply with applicable law) and the applicable provisions of the appropriate committee thereofSecurity Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary Secured Parties, as of the Second Amendment Effective Dateadditional insured, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment Agreement shall become effective on the Effective Date and as of enforceable against the date hereof (the “Second Amendment Effective Date”) parties hereto upon the satisfaction (or waiver by the Required Lenders) occurrence of the following conditionsconditions precedent: (a) the The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of this AmendmentAgreement, duly and validly executed and delivered by a duly authorized officer officers of (a) the Lead Borrower, (b) the other BorrowersGuarantors, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;, the Issuing Lender and all of the Lenders. (b) the The Administrative Agent shall have received a Note payable to each Lender requesting a Note in the favorable written opinion with respect amount of its Commitments after giving effect to this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower shall have paid (a) all reasonable out-of-pocket costs and expenses that have been invoiced and are payable pursuant to Section 9.1 of the Credit Agreement, and (b) if any Lender’s share of the allocated Borrowing Base in effect on the Effective Date after giving effect to the Amendment executed on the Second Amendment Effective Date increase set forth in Section 4 above and the transactions contemplated hereby reallocation set forth in Section 2 above (such Lender’s “New Allocation”) shall be greater than such Lender’s share of Xxxxxxxx & Xxxxx LLP, special counsel the allocated Borrowing Base in effect immediately prior to the Borrowers increase set forth in Section 4 above and the Facility Guarantorsreallocation set forth in Section 2 above (such Lender’s “Existing Allocation”), addressed to the Administrative Agent and the Lenders and reasonably satisfactory Borrower shall pay to the Administrative Agent;, for the account of such Lender, a fee equal to 0.45% of the difference between (i) such Lender’s New Allocation and (ii) such Lender’s Existing Allocation. (cd) the The Administrative Agent shall have received resolutions of the boards of directors duly executed Mortgages, or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Datesupplements to existing Mortgages, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;Agent encumbering not less than 90% (by PV10) of the Credit Parties’ Proven Reserves and 90% (by PV10) of the Credit Parties’ PDP Reserves, in each case, as described in the most recently delivered Engineering Report. (de) the The Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf satisfactory title information and be satisfied in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base, and that such Oil and Gas Properties constitute (i) at least 80% of the Borrowers PV10 of the Proven Reserves of the Borrower and each Facility Guarantorits Subsidiaries evaluated in the most recently delivered Independent Engineering Report, certified by and (ii) that the secretary or assistant secretary of such Borrower or Facility Guarantor;has good and marketable title to its Oil and Gas Properties, subject to no other liens (other than Permitted Liens). (ef) the The Administrative Agent shall have received any changes to the Charter Documents of the Borrowers such other documents, governmental certificates, agreements, and each Facility Guarantor since the Closing Date, certified lien searches as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Dateany Lender may reasonably request.

Conditions to Effectiveness. This Amendment and each First Amendment Effective Date Term Lender’s obligation to provide the First Amendment Effective Date Term Loan Commitments shall become effective on and as of the first date hereof (the “Second First Amendment Effective Date”) upon when, and only when, each of the satisfaction applicable conditions set forth below have been satisfied (or waiver by waived) in accordance with the Required Lenders) of the following conditionsterms herein: (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each First Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered by a duly authorized officer on behalf of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agentsuch party; (b) the Administrative Agent shall have received each of the favorable written opinion with respect to the Amendment executed items set forth on the Second Amendment Effective Date Annex C attached hereto, in each case, in form and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and substance reasonably satisfactory acceptable to the Administrative Agent; (c) receipt by the Administrative Agent shall have received resolutions in dollars and in immediately available funds, for the benefit of each First Amendment Effective Date Term Lender, based on its pro rata share of the boards of directors or other appropriate governing body (or aggregate amount of the appropriate committee thereof) of First Amendment Effective Date Term Loan on the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second First Amendment Effective Date, approving this a non-refundable closing fee in an aggregate amount equal to 2.50% ($1,250,000.00) of the aggregate principal amount of the First Amendment Effective Date Term Loan, which such fee shall be fully earned, due and authorizing payable on the execution date hereof and delivery hereof, each in form and substance reasonably satisfactory to paid from the Administrative Agentproceeds of the First Amendment Effective Date Term Loans; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by on the Lead Borrower on or before the Second First Amendment Effective Date pursuant to the Administrative AgentLoan Documents (in the case of expenses, to the Arrangers and extent invoiced at least one (1) Business Day prior to the Lenders (or their affiliatesFirst Amendment Effective Date) in connection with this Amendment shall have been paid in fullfrom the proceeds of the First Amendment Effective Date Term Loans; (he) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially truth and accuracy of the representations and warranties in the form of Exhibit B Section 5 hereof; and (f) both immediately before and after giving effect to this Amendment, and such amendment shall become effective on the Second funding of the First Amendment Effective Date; and (i) Date Term Loans and the Lead Borrower shall have entered into an amendment to consummation of the Senior Notes Indenture substantially in the form of Exhibit C to other transactions contemplated by this Amendment, no Default or Event of Default (other than the Designated Defaults) shall have occurred and such amendment shall become effective on the Second Amendment Effective Datebe continuing.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditionson which: (a) the Borrower, the Administrative Agent and the Lenders shall have executed and delivered to the Administrative Agent this Amendment, with a counterpart for each Lender and original Notes executed by the Borrower (in the case of Revolving Credit Notes, Multicurrency Notes or CAF Advance Notes), in favor of each Lender requesting a Note, (b) The Administrative Agent shall have received this Amendmenta certificate of the Borrower, dated the Amendment Effective Date, substantially in the form of Exhibit F, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and delivered by a duly authorized officer the Secretary or any Assistant Secretary of (a) the Lead Borrower, (b) the other Borrowers, , (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the The Administrative Agent shall have received the favorable written an executed legal opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, (addressed to the Administrative Agent and the Lenders and reasonably satisfactory to Lenders) from Xxxxxxxx & Sterling LLP, counsel for the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateBorrower, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;. The Borrower hereby requests such counsel to deliver such opinion, (d) Each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date as if made on and as of the Amendment Effective Date, (e) all accrued fees and reasonable out-of-pocket expenses (including the reasonable fees and expenses of counsel to the Arrangers) of the Arrangers through the Amendment Effective Date invoiced with reasonable detail at least three Business Days prior to the Amendment Effective Date in connection with the Loan Documents shall have been paid; provided that the Arrangers shall have provided an estimate and available reasonable detail five business days prior to the Amendment Effective Date, (f) The Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf an unaudited consolidated balance sheet of the Borrowers Borrower and its consolidated Subsidiaries and the related unaudited consolidated statements of operations and of cash flows for each Facility Guarantorfiscal quarter ended after December 31, certified by 2023 (so long as such fiscal quarters have ended at least 40 days prior to the secretary or assistant secretary Amendment Effective Date). The Borrower’s filing of such any required unaudited financial statements with respect to the Borrower or Facility Guarantor;on Form 10-Q will satisfy the requirements under this paragraph, (eg) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Loans requested to be made, or Letters of Credit requested to be issued, and (i) The Administrative Agent shall have received any changes at least three Business Days prior to the Charter Documents of Amendment Effective Date all documentation and other information about the Borrowers and each Facility Guarantor since the Closing Date, certified Borrower as true and correct has been reasonably requested by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as at least 10 Business Days prior to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateUSA PATRIOT Act.

Conditions to Effectiveness. This Second Lien Amendment No. 5 shall become effective on and as of the date hereof (the “Second Lien Amendment No. 5 Effective Date”) upon on the satisfaction (or waiver by the Required Lenders) of the following conditionsdate when: (a) the Administrative Agent (or its counsel) shall have received this Amendmentthe following on or before the Second Lien Amendment No. 5 Effective Date, each properly executed and delivered: (i) (A) from each Loan Party organized in the United States, United Kingdom, Australia, Grand Duchy of Luxembourg (“Luxembourg”), Ireland, the British Virgin Islands and the Cayman Islands, in each case, executed counterparts of this Second Lien Amendment No. 5 and delivered (B) from the 2017-1 Incremental Lenders and the Administrative Agent (in its capacity as such), executed counterparts of this Second Lien Amendment No. 5; (ii) each Collateral Document set forth on Schedule B hereto, duly executed by each applicable Loan Party; (iii) a duly executed Committed Loan Notice with respect to the 2017-1 Incremental Loans being borrowed on the Second Lien Amendment No. 5 Effective Date substantially in the form of Exhibit A-1 to the Second Lien Credit Agreement; (iv) certificates of good standing (to the extent such concept exists) from the secretary of state of the state of organization of each Loan Party (or any immediate predecessor thereof) (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized officer to act as a Responsible Officer in connection with this Second Lien Amendment No. 5 and the other Loan Documents to which such Loan Party is to become a party on the Second Lien Amendment No. 5 Effective Date (and in the case of each Australian Loan Party, resolving that (aA) it is in its best interests to execute this Second Lien Amendment No. 5 and, to the Lead Borrowerextent applicable, the other Loan Documents to which it will be a party on the Second Lien Amendment No. 5 Effective Date, (bB) its execution of any such document and the other Borrowersperformance of its obligations under them does not and will not cause it to contravene Chapter 2E or Part 2J of the Australian Corporations Act and (C) guaranteeing or securing, as appropriate, any part of the Commitment would not cause any guarantee, security or similar limit binding on that Australian Loan Party to be exceeded); (v) a customary legal opinion from (A) Cleary, Gottlieb, Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, (cB) Young Conway Stargatt & Xxxxxx, LLP, Delaware counsel to certain of the Facility Guarantors Loan Parties, (C) King & Wood Mallesons, Australian counsel to the Lenders, (D) Xxxxx & Xxxxx LLP, England and Wales counsel to the Lenders and (dE) Xxxxx & Xxxxxxxx LLP, Singapore counsel to the Required Lenders Lenders; (including, vi) a solvency certificate from a Financial Officer of Holdings (after giving effect to the 2017-1 Incremental Loans) substantially in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;form of Exhibit B hereto; and (vii) an officer’s certificate dated the Second Lien Amendment No. 5 Effective Date from a Responsible Officer of the Borrower Representative substantially in the form of Exhibit A hereto. (b) the Administrative Agent shall have received the favorable written opinion with respect received, at least three (3) Business Days prior to the Second Lien Amendment executed on No. 5 Effective Date, all documentation and other information about Holdings and the Borrowers required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT that has been requested in writing at least ten (10) Business Days prior to the Second Lien Amendment No. 5 Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentDate; (c) the Administrative Agent shall have received resolutions representations and warranties of the boards of directors or other appropriate governing body (or of Loan Parties contained in the appropriate committee thereof) of the Borrowers Loan Documents shall be true and each Facility Guarantor certified by its secretary or assistant secretary correct in all material respects on and as of the Second Lien Amendment No. 5 Effective Date; provided that, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agentextent that such representations and warranties specifically refer to an earlier date, 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; (d) no Default shall exist, or would result from the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf incurrence of the Borrowers and each Facility Guarantor, certified by 2017-1 Incremental Loans or from the secretary or assistant secretary application of such Borrower or Facility Guarantorthe proceeds therefrom; (e) to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 5 Effective Date (except as otherwise reasonably agreed by the Borrower Representative), all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent due under Section 10.04 of the Second Lien Credit Agreement shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary;been paid; and (f) if the Administrative Agent shall have received certificates issued Second Lien Amendment No. 5 Effective Date occurs, all fees and, to the extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 5 Effective Date (except as of a recent date otherwise reasonably agreed by the Secretaries Borrower Representative), all Attorney Costs of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as one counsel to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the 2017-1 Incremental Lenders (or their affiliates) incurred in connection with the preparation, negotiation, execution and delivery of this Second Lien Amendment No. 5 shall have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Datepaid.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective on and as of the date hereof (the “Second Amendment No. 3 Effective Date”) upon , which shall be the satisfaction (or waiver by the Required Lenders) of first Business Day on which the following conditionsconditions are satisfied or waived: (ai) the Administrative Agent (or its counsel) shall have received counterparts of this AmendmentAmendment or Consent that, executed and delivered by a duly authorized officer when taken together, bear the signatures of (aA) the Lead Borrowereach Revolving Lender, (bB) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent, (C) Holdings, (D) the Borrower and (E) each Subsidiary Loan Party; (bii) the Administrative Agent Agent’s receipt of the following, each of which shall have received the favorable be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special counsel to for the Borrowers and the Facility GuarantorsLoan Parties, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in a form and substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 2 Effective Date; (dB) the Administrative Agent shall have received specimen signatures a certificate of officers or other appropriate representatives executing this Amendment on behalf each Loan Party as of the Borrowers and each Facility GuarantorAmendment No. 3 Effective Date, certified dated the Amendment No. 3 Effective Date, substantially in the form of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, executed by the secretary or assistant secretary any Responsible Officer of such Borrower or Facility Guarantor;Loan Party, and attaching the documents referred to in clause (C) below; and (eC) the Administrative Agent shall have received any changes to the Charter Documents (i) resolutions of the Borrowers Board of Directors and/or similar governing bodies of each Loan Party approving and each Facility Guarantor since authorizing the Closing Dateexecution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party, certified as true and correct of the Amendment No. 3 Effective Date by its secretary, an assistant secretary or assistant secretary; a Responsible Officer as being in full force and effect without modification or amendment and (fii) the Administrative Agent shall have received certificates issued a good standing certificate as of a recent date by from the Secretaries applicable Governmental Authority of State each Loan Party’s jurisdiction of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Personincorporation, organization or formation; (giii) the Administrative Agent shall have fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Amendment No. 3 Arrangers”) to be received evidence that on the Amendment No. 3 Effective Date and all fees reasonable and documented or invoiced out-of-pocket costs and expenses required to be paid pursuant to Sections 6 (including the reasonable fees, charges and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative AgentAmendment No. 3 Arrangers, the Arrangers and the Lenders (or their affiliatesdue diligence expenses) incurred in connection with this Amendment the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 3 Effective Date shall have been, or will be substantially simultaneously, paid in full; (hiv) Holdings the representations and warranties of each Loan Party set forth in the Section 4 of this Amendment shall have entered into an amendment be true and correct in all material respects on and as of the Amendment No. 3 Effective Date before and after giving effect to this Amendment No. 3; provided that, to the HoldCo Notes Indenture substantially extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in the form all material respects as of Exhibit B such earlier date or period; provided further that any representation and warranty that is qualified as to this Amendment, “materiality,” “Material Adverse Effect” or similar language shall be true and such amendment shall become effective correct in all respects on the Second Amendment Effective Datedate of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (iv) the Lead Borrower no Default or Event of Default shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, occurred and such amendment shall become effective on the Second Amendment Effective Datebe continuing.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof only when the following conditions shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the “Second date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Nineteenth Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:"): (a) the Administrative A. The Agent shall have received this Amendmentfor each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, executed the Company, the Agent and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (includingor notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent). B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company, the Parent Guarantor and the applicable Subsidiaries of the Company approving and authorizing the execution, delivery and performance of this Amendment and the amendments to the Collateral Documents described in Section 1.6 hereof, certified by their respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the date of execution hereof by the Company, the Parent Guarantor or such Subsidiary, as the case may be; (2) A signature and incumbency certificate of the officers of the Company, the Parent Guarantor and the applicable Subsidiaries of the Company executing this Amendment and the amendments to the Collateral Documents described in Section 1.6 hereof; (3) For each Lender, an opinion, addressed to the Agent and each Lender, from Kramer Levin Naftalis & Frankel LLP, in any event, each Extended Lender), together with all schedules form and exhibits hereto and acknowledged by xxxxxxxxx xxxxxxactxxx xx the Administrative Agent; (b4) Such other information, approvals, opinions, documents or instruments as the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and may reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Daterequest; and (i5) For the Lead Borrower shall have entered into an amendment to pro rata benefit of the Senior Notes Indenture substantially Lenders, calculated in accordance with the Percentages set forth in Section 1.5 hereof, a fee in the form amount of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date$450,000.

Conditions to Effectiveness. This Amendment shall become effective on and as upon satisfaction or waiver of all of the date hereof following conditions precedent (the “Second Third Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) the Administrative Agent Agent, the Ally Representative and the Blackstone Credit Representative shall have received fully executed copies of: (i) this AmendmentAmendment executed by each of the Loan Parties, executed the Blackstone Credit Representative, the Ally Representative, the Lenders and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (ii) that certain First Amendment to the Agreement Among Xxxxxxx, dated as of the date hereof, executed by each of the Last Out Lenders (as defined therein), the First Out Lenders (as defined therein), First Out Lender Representative (as defined therein), Last Out Lender Representative (as defined therein) and Agent (as defined therein) (the “AAL Amendment”); (iii) the Third Amendment Intercreditor Agreement; (iv) the Second Lien Credit Agreement and the other Second Lien Loan Documents; and (v) that certain Mutual Release, dated as of the date hereof, by and among the Consenting Stakeholders (as defined therein), (b) the Administrative Agent Third Amendment Transactions (including receipt of all regulatory approvals required in connection with the Third Amendment Transactions) shall have received the favorable written opinion with respect to the Amendment been consummated and all related definitive documentation shall have been executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory delivered to the Administrative Agent, the Ally Representative and the Blackstone Credit Representative; (c) the Administrative Agent Agent, the Ally Representative and the Blackstone Credit Representative shall have received resolutions received: (i) a customary legal opinion of (A) Xxxxxx, Xxxx & Xxxxxxxx LLP, special New York counsel to the boards of directors or other appropriate governing body (or of Borrower and the appropriate committee thereof) of the Borrowers and Guarantors, addressed to each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateSecured Party, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative AgentBlackstone Credit Representative and (B) if applicable, local counsel reasonably acceptable to the Blackstone Credit Representative in each jurisdiction where any of the Loan Parties is incorporated or organized, addressed to each Secured Party, in form and substance reasonably satisfactory to the Blackstone Credit Representative; (dii) the Administrative Agent shall have received specimen signatures customary lien searches and UCC searches; (A) a certificate, signed by an Responsible Officer of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers each Loan Party, and each Facility Guarantor, certified attested to by the secretary or any assistant secretary of such Borrower or Facility Guarantor; Loan Party, together with (ex) copies of the Organization Documents of such Loan Party, (y) the Administrative Agent shall have received any changes resolutions of such Loan Party referred to in such certificate, and (z) a signature and incumbency certificate to the Charter Documents officers of such persons executing the Loan Documents, in each case, each of the Borrowers foregoing shall be in form and each Facility Guarantor since substance reasonably acceptable to the Closing DateBlackstone Credit Representative and Ally Representative, certified as true and correct by its (B) certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or assistant secretary; (fequivalent authority) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions jurisdiction of organization or formation of the Borrowers and each Facility Guarantor as Loan Party (in each case, to the due existence and good standing of such Personextent applicable); (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:first written above when, and only when, (a) the Administrative Agent shall have received received: (i) counterparts of this Amendment, Amendment duly executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Subsidiary Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentRequired Lenders; (cii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of each Borrower and the Subsidiary Guarantors, as the Administrative Agent shall have received may timely request to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, including a certificate certifying and attaching the resolutions of adopted by each Borrower approving or consenting to the boards of directors or other appropriate governing body Extension (or of if the appropriate committee thereofBorrowers’ resolutions delivered pursuant to Section 4.01(a)(iii) of the Borrowers Credit Agreement provided for the Extension, certifying that such resolutions have not been amended, modified or rescinded and remain in full force and effect); (iii) such evidence as the Administrative Agent may reasonably request to verify that each Facility Guarantor certified by its secretary Loan Party is duly organized or assistant secretary formed, validly existing and in good standing in the jurisdiction where organized; (iv) a certificate dated as of the Second Amendment Effective Datedate hereof signed by a Responsible Officer of the Parent Borrower (1) certifying as to the matters set forth in Section 4(a) and Section 4(b) above and (2) attaching, approving this Amendment and authorizing certifying that such attachment is a true, correct and complete copy of, that certain Note Purchase Agreement dated as of the execution date hereof (the “Note Purchase Agreement”), by and delivery hereofamong the Parent Borrower and the purchasers party thereto, each duly executed and delivered by the parties thereto and in form and substance reasonably satisfactory to the Administrative Agent;; and (dv) counterparts of that certain Amended and Restated Subordination Agreement by and among the Borrowers, the Loan Parties and EEP in favor of the Administrative Agent and the other holders of Senior Indebtedness substantially in the form of Annex A attached hereto; and (b) the Parent Borrower shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (ei) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that paid all fees and expenses required it has agreed to be paid pursuant to Sections 6 and 7 hereof by pay in connection with this Amendment, including, without limitation, the Lead fees set forth in that certain letter dated August 12, 2014 from the Parent Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (ii) reimbursed or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment paid, to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendmentextent timely invoiced to, and such amendment shall become effective on reviewed by, the Second Amendment Effective Date; and (i) Parent Borrower, all out-of-pocket expenses required to be reimbursed or paid by the Lead Parent Borrower shall have entered into an amendment to under the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateCredit Agreement.

Conditions to Effectiveness. This Amendment Upon the satisfaction of each of the following conditions, this Agreement shall become be deemed to be effective on and as of the date hereof (other than the “Second Amendment Effective Date”amendments in Sections 3(c) and 3(d) of this Agreement, which upon the satisfaction (or waiver by the Required Lenders) of each of the following conditions:conditions shall be deemed effective as of January 30, 2009): (a) the Administrative Agent shall have received counterparts of this AmendmentAgreement executed by (i) either 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) or the requisite Consenting Lenders (by virtue of each Consenting Lender’s execution of a Lender Authorization), executed and delivered by a duly authorized officer of (aii) the Lead Borrower, (biii) the other Borrowers, (c) the Facility Guarantors Parent and (div) each of the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative AgentGrantors; (b) the Administrative Agent shall have received executed Lender Authorizations from the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agentrequisite Consenting Lenders; (c) the Administrative Agent shall have received resolutions been reimbursed for all fees and out-of-pocket charges and other expenses incurred in connection with this Agreement, including, without limitation, the reasonable fees and disbursements of the boards of directors or other appropriate governing body (or of the appropriate committee thereofi) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to counsel for the Administrative AgentAgent and (ii) Capstone Advisory Group, LLC; (d) the Administrative Agent shall have received specimen signatures of officers 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 other appropriate representatives executing this Amendment on behalf through a lender authorization) which such amendment shall provide (i) for the incurrence of the Borrowers EDC Loans and (ii) that the Fairfax Liquidity will be an “Additional Credit Loan” (as defined in the Canadian Credit Agreement), in each Facility Guarantorcase on terms and conditions satisfactory to the Administrative Agent (such corresponding amendment, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor“Canadian Amendment”); (e) concurrently with the Administrative Agent effectiveness of this Agreement, the Canadian Borrower shall have received any changes to no less than $18,000,000 of cash proceeds (less all legal, underwriting and other fees and expenses incurred in connection therewith) from the Charter Documents issuance of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretaryEDC Loans; (f) the Administrative Agent shall have received certificates issued as an updated rolling 13-week forecast of a recent date by the Secretaries of State cash receipts and disbursements of the respective jurisdictions Borrower and its Consolidated Subsidiaries for the 13-consecutive week period beginning on the date of formation delivery of such forecast, which forecast shall be in form and substance reasonably satisfactory the Administrative Agent and the Canadian Administrative Agent and shall be calculated on a pro forma basis giving effect to (i) the Fairfax Liquidity, (ii) the amendments to the calculations of the Borrowers Borrowing Base, the Canadian Borrowing Base, the Overadvance Amount and each Facility Guarantor the Canadian Overadvance Amount set forth in this Agreement or the Canadian Amendment, as to applicable and (iii) the due existence and good standing issuance of such Person;the EDC Loans; and (g) the Administrative Agent shall have received evidence that all fees such other instruments, documents and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to certificates as the Administrative Agent, the Arrangers and the Lenders (or their affiliates) Agent shall reasonably request in connection with the execution of this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateAgreement.

Conditions to Effectiveness. This Second Lien Amendment No. 3 shall become effective on and as of the date hereof (the “Second Lien Amendment No. 3 Effective Date”) upon on the satisfaction (or waiver by the Required Lenders) of the following conditionsdate when: (a) the Administrative Agent shall have received this Amendment(or its counsel) receives the following on or before the Second Lien Amendment No. 3 Effective Date, each properly executed and delivered: (i) (A) from each Loan Party organized in the United States, United Kingdom, Australia, Luxembourg, the Netherlands, Ireland, the British Virgin Islands and the Cayman Islands, in each case, executed counterparts of this Second Lien Amendment No. 3 and delivered (B) from the 2015-3 Incremental Lender and the Administrative Agent (in its capacity as such), executed counterparts of this Second Lien Amendment No. 3; (ii) each Collateral Document set forth on Schedule A hereto, duly executed by each applicable Loan Party; (iii) a duly executed Committed Loan Notice with respect to the 2015-3 Incremental Loans being borrowed on the Second Lien Amendment No. 3 Effective Date substantially in the form of Exhibit A-1 to the Second Lien Credit Agreement; (iv) certificates of good standing (to the extent such concept exists) from the secretary of state of the state of organization of each Loan Party (or any immediate predecessor thereof) (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized officer to act as a Responsible Officer in connection with this Second Lien Amendment No. 3 and the other Loan Documents to which such Loan Party is to become a party on the Second Lien Amendment No. 3 Effective Date (and in the case of each Australian Loan Party, resolving that (aA) it is in its best interests to execute this Second Lien Amendment No. 3 and, to the Lead Borrowerextent applicable, the other Loan Documents to which it be a party on the Second Lien Amendment No. 3 Effective Date, (bB) its execution of any such document and the other Borrowersperformance of its obligations under them does not and will not cause it to contravene Chapter 2E or Part 2J of the Australian Corporations Act and (C) guaranteeing or securing, as appropriate, any part of the Commitment would not cause any guarantee, security or similar limit binding on that Australian Loan Party to be exceeded); (v) a customary legal opinion from (A) Cleary, Gottlieb, Xxxxx & Xxxxxxxx LLP, New York counsel to the Loan Parties, (cB) Young Conway Stargatt & Xxxxxx, LLP, Delaware counsel to certain of the Facility Guarantors Loan Parties, (C) King & Wood Mallesons, Australian counsel to the Lenders, (D) Xxxxx & Xxxxx LLP, England and Wales counsel to the Lenders and (dE) Xxxxx & Xxxxxxxx LLP, Singapore counsel to the Required Lenders Lenders; (including, vi) a solvency certificate from a Financial Officer of Holdings (after giving effect to the 2015-3 Incremental Loans) substantially in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agentform of Exhibit B hereto; (vii) [Reserved]; and (viii) an officer’s certificate dated the Second Lien Amendment No. 3 Effective Date from a Responsible Officer of the Borrower Representative substantially in the form of Exhibit A hereto. (b) the Administrative Agent shall have received the favorable written opinion with respect received, at least three (3) Business Days prior to the Second Lien Amendment executed on No. 3 Effective Date, all documentation and other information about Holdings and the Borrowers required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT that has been requested in writing at least ten (10) Business Days prior to the Second Lien Amendment No. 3 Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentDate; (c) the Administrative Agent shall have received resolutions representations and warranties of the boards of directors or other appropriate governing body (or of Loan Parties contained in the appropriate committee thereof) of the Borrowers Loan Documents shall be true and each Facility Guarantor certified by its secretary or assistant secretary correct in all material respects on and as of the Second Lien Amendment No. 3 Effective Date; provided that, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agentextent that such representations and warranties specifically refer to an earlier date, 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; (d) no Default shall exist, or would result from the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf incurrence of the Borrowers and each Facility Guarantor, certified by 2015-3 Incremental Loans or from the secretary or assistant secretary application of such Borrower or Facility Guarantorthe proceeds therefrom; (e) all fees and, to the Administrative Agent extent invoiced at least two (2) Business Days prior to the Second Lien Amendment No. 3 Effective Date (except as otherwise reasonably agreed by the Borrower Representative), due under the Engagement Letter dated as of December 9, 2015 (the “Engagement Letter”) shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary;been paid; and (f) the Administrative Agent borrowings of the 2015-2 First Lien Incremental Term Loans shall have received certificates issued as of a recent date by occurred, or shall occur substantially concurrently with borrowings under the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date2015-3 Incremental Loans contemplated hereunder.

Conditions to Effectiveness. This Incremental Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditionsconditions set forth below: (a) the Administrative Agent there shall have received exist no Default both immediately before and after giving effect to this Incremental Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received a counterpart signature page to this Incremental Amendment, duly executed and delivered by the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLPBorrower, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent, each Guarantor, the owners of the Capital Stock of the Borrower (the “Pledgors”), the Revolving Credit Lenders electing to rollover their Revolving Credit Commitments into Tranche A Revolving Commitments, the Additional Revolving Lenders and the Term B-2 Lenders; (c) the Administrative Agent shall have received resolutions received, on behalf of itself, the boards Collateral Agent, the Lenders, the Nexstar Swing Line Lender and the Nexstar L/C Issuer, an opinion of directors or Xxxxxxxx & Xxxxx LLP, counsel for the Borrower, the other appropriate governing body (or of Mission Entities and the appropriate committee thereof) of Nexstar Entities, addressed to the Borrowers Nexstar L/C Issuer, the Administrative Agent, the Collateral Agent and each Facility Guarantor certified the Lenders and permitted to be relied upon by its secretary or assistant secretary as of the Second Amendment Effective Dateany persons who become Lenders pursuant to this Incremental Amendment, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;Agent and customary for senior secured credit facilities in transactions of this kind (including a customary no conflicts opinion consistent with that provided pursuant to Section 4.01(g)), (d) the Administrative Agent shall have received specimen signatures (x) certificates of officers good standing from the applicable secretary of state of organization of each Loan Party, certificates of resolutions or other appropriate representatives executing action, incumbency certificates and/or other certificates of a Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment on behalf Incremental Amendment, (y) a certificate of a Responsible Officer of the Borrowers Borrower certifying (A) as to compliance with clauses (i) through (iii) of the proviso to Section 2.14(a) of the Credit Agreement and each Facility Guarantor, certified (B) attaching the resolutions adopted by the secretary Borrower approving or assistant secretary consenting to the Incremental Amendment and (z) a certificate of such a Responsible Officer of the Borrower or Facility Guarantordesignating the Tranche A Revolving Commitments as “Refinancing Revolving Commitments”; (e) the Administrative Agent shall have received any changes to an amended and restated Revolver Reallocation Letter duly executed by the Charter Documents of Consenting Revolving Lenders and the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretaryAdditional Revolving Lenders; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as Loan Notice on or prior to the due existence and good standing of such PersonSecond Incremental Amendment Closing Date; (g) the representations and warranties set forth in this Incremental Amendment shall be true and correct in all material respects as of the date of this Incremental 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 date and (2) that any representation or warranty that is qualified by “materiality” or “Material Adverse Effect” shall be true and correct in all respects); (h) the Nexstar Credit Agreement shall be amended on substantially similar terms for the Nexstar Borrower as the terms set forth in this Incremental Amendment; (i) the Administrative Agent shall have received a Term B-2 Loan Note executed by the Borrower in favor of each Lender requesting a Term B-2 Loan Note; (j) the Administrative Agent shall have received a Revolving Credit Note executed by the Borrower in favor of each Additional Revolving Lender requesting a Revolving Credit Note; (k) the Administrative Agent shall have received evidence that of payment of all fees and expenses required to be paid on the Second Incremental Amendment Closing Date pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Incremental Amendment Effective Date to Arranger Fee Letter; (l) the Borrower shall have paid all reasonable invoiced fees and expenses of the Administrative Agent’s counsel, the Arrangers Xxxxxxxx PC, and the Lenders Administrative Agent shall have received evidence of payment of all other reasonable and documented out-of-pocket costs and expenses (or their affiliatesincluding, without limitation, legal fees and expenses) in connection with this Amendment that have been paid in full; (h) Holdings shall have entered into an amendment invoiced prior to the HoldCo Notes Indenture substantially in the form effective date of Exhibit B to this Incremental Amendment. Simultaneously with effectiveness, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower Revolving Credit Lenders under the Existing Credit Agreement shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendmentbeen paid all accrued fees on their Revolving Credit Commitments to, and such amendment shall become effective on but not including, the Second Incremental Amendment Effective Closing Date and (ii) the Revolving Credit Lenders under the Existing Credit Agreement shall have been paid all accrued and unpaid interest on their outstanding Revolving Credit Loans to, but not including, the Second Incremental Amendment Closing Date.

Conditions to Effectiveness. This Amendment Agreement shall become effective on and as of the date hereof (the “Second Amendment Incremental 2012 Term Effective Date”) upon that is the satisfaction first Business Day on which the following conditions are satisfied or waived (or waiver by provided that Section 2 hereof may be modified to make ministerial changes to reflect the Required Lenders) completion of the following conditions:Incremental 2012 Term Effective Date in a manner as reasonably agreed between the Borrower and the Administrative Agent): (a) the Administrative Agent shall have received executed signature pages to this AmendmentAmendment from US Holdings, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the each other BorrowersCredit Party that is party to a Credit Document and Citibank, (c) the Facility Guarantors and (d) the Required Lenders (includingN.A., in any event, each Extended Lender), together with all schedules its capacity as Administrative Agent and exhibits hereto and acknowledged by the Administrative Collateral Agent; (b) each of the Administrative Agent conditions to effectiveness of the December 2012 Extension Amendment shall have received the favorable written opinion been satisfied except with respect to the Amendment executed on payment of the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentExtension Fee set forth therein; (c) the Administrative Agent shall have received resolutions (A) a certificate of an Authorized Officer of each Credit Party attaching (x) a copy of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Dateresolutions, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;, of the board of directors, other managers or general partner of each Credit Party (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Agreement and the December 2012 Extension Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Agreement and the December 2012 Extension Amendment, (y) true and complete copies of the Organizational Documents of the Credit Parties (which may be incorporated by reference into such certificate to the extent the same are publicly available on the SEC’s website at xxx.xxx.xxx in filings identified in such certificate), in each case certified as of the Incremental 2012 Term Effective Date by such Authorized Officer as being in full force and effect without modification or amendment, (B) signature and incumbency certificates of each officer executing this Agreement and the December 2012 Extension Amendment or any other document delivered in connection herewith or therewith on behalf of each Credit Party and (C) good standing certificates for each Credit Party for each jurisdiction in which such Credit Party is organized; and (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of from Xxxxxx, Xxxx & Xxxxxxxx LLP and Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrowers and each Facility GuarantorBorrower, certified by the secretary or assistant secretary of executed legal opinions covering such Borrower or Facility Guarantor; (e) matters as the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers may reasonably request and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date otherwise reasonably satisfactory to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (such date, the “Second Amendment No. 1 Effective Date”) upon the satisfaction (or or, with respect to Sections 4(a)(ii) and (iii) only, waiver by the Required LendersAdministrative Agent) of each of the following conditions: (a) the The Administrative Agent shall have received the following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals): (i) counterpart signature pages to this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Amendment from each Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any eventeach Refinancing Revolving Credit Lender, each Extended Incremental Revolving Credit Lender), together with all schedules the L/C Issuer, the Swing Line Lender, and exhibits hereto and acknowledged by the Administrative Agent; (bii) the Administrative Agent shall have received the favorable written a customary opinion with respect from Ropes & Xxxx LLP, counsel to the Loan Parties, dated the Amendment executed on the Second Amendment No. 1 Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory each Lender party to this Amendment; (iii) such certificates of good standing or status (to the Administrative Agent;extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party, a certificate of customary resolutions or other customary action of each Borrower, a customary certificate of a Responsible Officer of each Borrower and an incumbency certificate of each Borrower evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Borrower is a party or is to be a party on the Amendment No. 1 Effective Date. (b) Immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (c) Immediately before and immediately after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in Article 5 of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified), except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or in all respects if qualified as to “materiality” or “Material Adverse Effect”) as of such earlier date. (d) The Administrative Agent shall have received resolutions payment of the boards of directors all expenses required to be paid or other appropriate governing body (reimbursed by any Borrower under or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving in connection with this Amendment and authorizing in accordance with Section 12, in each case, to the execution and delivery extent invoiced in reasonable detail prior to the date hereof. (e) The Borrowers shall have paid, each in form and substance reasonably satisfactory or caused to be paid, to the Administrative Agent;, for the ratable benefit of the Existing Revolving Credit Lenders, (i) the principal amount of all outstanding Existing Revolving Credit Loans, (ii) all accrued and unpaid interest with respect to the Existing Revolving Credit Loans, (iii) all accrued and unpaid fees under Section 2.03(h) of the Credit Agreement and (iv) all accrued and unpaid fees under Section 2.09(a) of the Credit Agreement. (df) the The Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and with respect to each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and Mortgaged Property: (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendmenta completed “life-of-loan” Federal Emergency Management Agency flood hazard determination, and such amendment shall become effective on (ii) if any improved portion of the Second Amendment Effective DateMortgaged Property is located in a special flood hazard area, (x) a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Parent Borrower and (y) evidence of flood insurance as required by Section 6.07(c) of the Credit Agreement.

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Term B-3 Lenders to make the Term B-3 Loans shall become effective on and as of the date hereof (the “Second Amendment No. 4 Effective Date”) upon , which shall be the satisfaction (or waiver by the Required Lenders) of first Business Day on which the following conditionsconditions are satisfied or waived: (ai) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Consent that, when taken together, bear the signatures of (A) each Cashless Option Lender and each Post-Closing Option Lender, (B) the Administrative Agent, (C) Holdings, (D) the Borrower and (E) each Subsidiary Loan Party; (ii) The Administrative Agent shall have received this Amendment, executed and delivered a notice of Borrowing for the Term B-3 Loans (whether in writing or by a duly authorized officer of telephone) in accordance with Section 2 hereof; (aiii) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (bA) the Administrative Agent shall have received the favorable a written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxx Xxxxxxx & Xxxxxxxx & Xxxxx LLP, special counsel to for the Borrowers and the Facility GuarantorsLoan Parties, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in a form and substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 1 Effective Date; (dB) the Administrative Agent shall have received specimen signatures a certificate of officers or other appropriate representatives executing this Amendment on behalf each Loan Party as of the Borrowers and each Facility GuarantorAmendment No. 4 Effective Date, certified dated the Amendment No. 4 Effective Date, substantially in the form of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, executed by the secretary or assistant secretary any Responsible Officer of such Borrower or Facility Guarantor;Loan Party, and attaching the documents referred to in clause (C) below; and (eC) the Administrative Agent shall have received any changes to the Charter Documents (i) resolutions of the Borrowers Board of Directors and/or similar governing bodies of each Loan Party approving and each Facility Guarantor since authorizing (a) the Closing Dateexecution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as true and correct of the Amendment No. 4 Effective Date by its secretary, an assistant secretary or assistant secretary; a Responsible Officer as being in full force and effect without modification or amendment and (fii) the Administrative Agent shall have received certificates issued a good standing certificate as of a recent date by from the Secretaries applicable Governmental Authority of State each Loan Party’s jurisdiction of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Personincorporation, organization or formation; (giv) the Administrative Agent shall have fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Amendment No. 4 Arrangers”) to be received evidence that on the Amendment No. 4 Effective Date and all fees reasonable and documented or invoiced out-of-pocket costs and expenses required to be paid pursuant to Sections 6 (including the reasonable fees, charges and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative AgentAmendment No. 4 Arrangers, the Arrangers and the Lenders (or their affiliatesdue diligence expenses) incurred in connection with this Amendment the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 4 Effective Date shall, upon the Borrowing of the Term B-3 Loans, have been, or will be substantially simultaneously, paid in full; (hv) Holdings the representations and warranties of each Loan Party set forth in Section 5 of this Amendment shall have entered into an amendment be true and correct in all material respects on and as of the Amendment No. 4 Effective Date before and after giving effect to this Amendment No. 4 and the borrowing of the Term B-3 Loans and to the HoldCo Notes Indenture substantially application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in the form all material respects as of Exhibit B such earlier date or period; provided further that any representation and warranty that is qualified as to this Amendment, “materiality,” “Material Adverse Effect” or similar language shall be true and such amendment shall become effective correct in all respects on the Second Amendment Effective Datedate of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (ivi) the Lead Borrower no Default or Event of Default shall have entered into an amendment to occurred and be continuing or would result from the Senior Notes Indenture substantially in incurrence of the form Term B-3 Loans or from the application of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Dateproceeds therefrom.

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Incremental Term B-1 Lenders to make the Incremental Term B-1 Loans shall become effective on and as of the date hereof (the “Second Amendment No. 1 Effective Date”) upon , which shall be the satisfaction (or waiver by the Required Lenders) of first Business Day on which the following conditionsconditions are satisfied or waived: (ai) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each Subsidiary Loan Party, (D) the Required Lenders and (vii) each Incremental Term B-1 Lender; (ii) the Administrative Agent shall have received this Amendment, executed and delivered notice of Borrowing for the Incremental Term B-1 Loans (whether in writing or by a duly authorized officer telephone) meeting the requirements of Section 2.03 of the Credit Agreement; (aiii) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (A) a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Loan Parties (addressed to the Administrative Agent and each Existing Lender and Incremental Term B-1 Lender on the Amendment No. 1 Effective Date), as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date; (bB) the Administrative Agent shall have received a certificate of each Loan Party as of the favorable written opinion with respect Amendment No. 1 Effective Date, dated the Amendment No. 1 Effective Date, substantially in the form of Exhibit G to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, executed by any Responsible Officer of such Loan Party, and attaching the Lenders and reasonably satisfactory documents referred to the Administrative Agent;in clause (C) below; and (cC) the Administrative Agent shall have received (i) resolutions of the boards Board of directors or other appropriate Directors and/or similar governing body bodies of each Loan Party approving and authorizing (or a) the Additional Specified Dividend, (b) the execution, delivery and performance of the appropriate committee thereofAmendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (c) in the case of the Borrowers and each Facility Guarantor Borrower, the extensions of credit contemplated hereunder, certified by its secretary or assistant secretary as of the Second Amendment No. 1 Effective DateDate by its secretary, approving this Amendment an assistant secretary or a Responsible Officer as being in full force and authorizing effect without modification or amendment; and (ii) a good standing certificate as of a recent date from the execution and delivery hereofapplicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, each in form and substance reasonably satisfactory organization or formation; (iv) the Borrower shall have paid to the Administrative AgentAgent for the account of each Existing Lender that delivers to the Administrative Agent (or its counsel), prior to 5:00 p.m. (New York City time) on December 4, 2012 (the “Delivery Time”), an executed counterpart of this Amendment indicating its consent to the amendments contained herein, a fee (the “Consent Fees”) in an amount equal to 0.125% of the sum of the aggregate outstanding principal amount of (x) Initial Term Loans and (y) the Revolving Credit Commitment (whether used or unused), of each Existing Lender immediately prior to the effectiveness hereof; (dv) the fees in the amounts previously agreed in writing by the Incremental Term B-1 Arrangers to be received on the Amendment No. 1 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Incremental Term B-1 Arrangers, and due diligence expenses) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 1 Effective Date shall, upon the Borrowing of the Incremental Term B-1 Loans, have been, or will be substantially simultaneously, paid in full (which amounts may be offset against the proceeds of the Incremental Term B-1 Loans); (vi) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf a certificate from the chief financial officer of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B H to the Credit Agreement certifying as to the Solvency of the Borrower and its Restricted Subsidiaries on a consolidated basis after giving effect to the consummation of the transactions contemplated by the Amendment, the Borrowings of the Incremental Term B-1 Loans and the use of proceeds therefrom (including the payment of the Additional Specified Dividend); (vii) the representations and warranties of each Loan Party set forth in the Section 6 of this Amendment shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date before and after giving effect to this AmendmentAmendment No. 1 and the borrowing of the Incremental Term B-1 Loans and to the application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such amendment earlier date or period; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall become effective be true and correct in all respects on the Second Amendment Effective Datedate of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (iviii) the Lead Borrower no Default or Event of Default shall have entered into an amendment to occurred and be continuing or would result from the Senior Notes Indenture substantially in incurrence of the form Incremental Term B-1 Loans or from the application of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Dateproceeds therefrom.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof only when the following conditions shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company, the Agent and each Lender (the “Second date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Ninth Amendment --------------- Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:"): -------------- (a) the Administrative A. The Agent shall have received this Amendmentfor each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, executed the Company, the Agent and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lenderor notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent), together with all schedules counterparts of the Third Amendment to Company Security Agreement, dated as of April 21, 1997, between the Company and exhibits hereto the Agent (the "Company Security Amendment") and acknowledged the -------------------------- Second Amendment to Parent Security Agreement, dated as of April 21, 1997, between the Parent Guarantor and the Agent (the "Parent Security Amendment"). ------------------------- B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Company and the Parent Guarantor approving and authorizing the execution, delivery and performance of this Amendment, and the Company Security Amendment or the Parent Security Amendment, as the case may be, certified by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment as of the date of execution hereof by the Administrative AgentCompany or the Parent Guarantor, as the case may be; (b2) A signature and incumbency certificate of the Administrative officers of the Company and the Parent Guarantor executing this Amendment and the Company Security Amendment or Parent Security Amendment, as the case may be; (3) Copies of the Third Amendment to Subsidiary Security Agreement, dated as of April 21, 1997, between the Subsidiaries of the Company parties thereto and the Agent shall have received (the favorable written opinion with respect to the Amendment "Subsidiary Security Amendment") duly executed on behalf of such ----------------------------- Subsidiaries; (4) Resolutions of the Second Board of Directors or of the Executive Committee or other authorized governing body or entity of each of the Subsidiaries of the Company executing the Subsidiary Security Amendment Effective Date approving and authorizing the transactions contemplated hereby execution, delivery and performance of Xxxxxxxx & Xxxxx LLPthe Subsidiary Security Amendment, special counsel to certified by their respective corporate secretaries or an assistant secretary or other authorized representative as being in full force and effect without modification or amendment as of the Borrowers date of execution hereof by such Subsidiary; (5) A signature and incumbency certificate of the Facility Guarantorsofficers or other authorized representative of each of the Subsidiaries of the Company executing the Subsidiary Security Amendment; (6) For each Lender an opinion, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateLender, approving this Amendment and authorizing the execution and delivery hereoffrom Kramer, each Levin, Naftalis & Xxxxxxx, in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i7) Such other information approvals, opinions, documents, or instruments as the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateAgent may reasonably request.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective on and as is subject to the satisfaction in full of each of the date hereof conditions precedent set forth below (the date on which all such conditions have been satisfied being herein called the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (aA) the Administrative Agent shall have received counterparts of this AmendmentAmendment which, executed when taken together, bear the signatures of the Borrower, Hallmark Cards, each Guarantor and delivered by a duly authorized officer each of the Lenders; (aB) the Lead Borrower, Agent shall have received for the account of the Lenders a fee of $25,000 in consideration for the extensions of the Maturity Date to be implemented hereunder; (bC) the other Borrowersrepresentations and warranties in Section 4 hereof shall be true on the Amendment Effective Date as if made on such date; (D) all legal matters incident to this Amendment shall be satisfactory to Xxxxxx, (c) Xxxxx & Xxxxxxx, LLP, counsel for the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (bE) the Administrative Agent has received a fully-executed Recapitalized Debt Intercreditor Agreement in the form of Exhibit T to this Amendment; (F) the prior or simultaneous consummation of the Recapitalization on terms and conditions satisfactory to the Agent including that (i) criteria set forth under the definition of Recapitalization as set forth in the Revised Credit Agreement are satisfied in connection therewith, (ii) that each Recapitalization Credit Document (as defined in the Revised Credit Agreement) is satisfactory in form and substance to the Agent; and (iii) the Agent is satisfied with any and all liabilities of Hallmark Holdings and Hallmark Entertainment Investments Co., who are contemplated to be merged with and into the Borrower in connection with the consummation of the Recapitalization; (G) the Agent shall have received the favorable written opinion with respect evidence satisfactory to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLPit that Hallmark Cards and/or its Affiliates shall have, special counsel pursuant to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably documentation satisfactory to the Administrative Agent; , extended through no earlier than the Maturity Date (cas the same is being extended in the Revised Credit Agreement) the Administrative Agent shall have received resolutions of license agreement which provides the boards of directors Borrower and its Subsidiaries with the right to use the “Hallmark” name and the “Crown” name in their respective television series or other appropriate governing body (on or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary with respect to any channels owned or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified operated by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateSubsidiaries; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) and upon the satisfaction (or waiver by the Required Lenders) of the following conditionsconditions precedent: (a) the Administrative Agent Each party hereto shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative this Amendment to Agent; (b) the Administrative Agent shall have received from Borrower for each Lender a duly executed Second Amended and Restated Revolving Note dated the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date date hereof and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers each in form and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably substance satisfactory to Agent (the Administrative Agent“Amended and Restated Notes”); (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers a fully and each Facility Guarantor certified by its secretary or assistant secretary as of the manually executed Second Amendment Effective Dateto Real Property Mortgage with respect to the real Property located at 0000 X. Xxxxxxxx Xxxxxx, approving this Amendment and authorizing the execution and delivery hereofXxxxxxx, each Xxxxxxxx 00000, in form and substance reasonably satisfactory to Agent (the Administrative Agent“Mortgage Amendment”); (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf from Borrower a duly executed amendment to fee letter dated as of the Borrowers date hereof in form and each Facility Guarantor, certified by substance satisfactory to Agent (the secretary or assistant secretary of such Borrower or Facility Guarantor“Fee Letter Amendment”); (e) the Administrative Agent shall have received any changes a copy of resolutions of Borrower’s board of directors (or analogous governing board) authorizing the execution, delivery and performance of this Amendment, the Amended and Restated Notes, the Mortgage Amendment and the Fee Letter Amendment, in form and substance satisfactory to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretaryAgent; (f) the Administrative Agent shall have received certificates issued as for each Lender the favorable written opinions of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers counsel to Borrower, in form and each Facility Guarantor as substance satisfactory to the due existence and good standing of such PersonAgent; (g) the Administrative Agent Borrower shall have received evidence that all fees and expenses required paid to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, for the Arrangers and pro rata benefit of the Lenders (or their affiliates) in connection with this Amendment have been paid in full;Lenders, an amendment fee equal to $87,500; and (h) Holdings No Default or Event of Default shall have entered into an amendment to occurred and be continuing on the HoldCo Notes Indenture substantially in date hereof or as of the form date of Exhibit B to the effectiveness of this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as The effectiveness of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed Confirmation on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel shall be subject to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower condition that the representations and warranties of Party B contained in the Underwriting Agreement dated the date hereof among Party B, Xxxxx Fargo Securities, LLC and X.X. Xxxxxx Securities LLC, as Representatives of the several Underwriters (the “Underwriting Agreement”) and any certificate delivered pursuant thereto by Party B or any subsidiary of Party B are true and correct on the Effective Date as if made as of the Effective Date, (ii) the condition that Party B has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date, (iii) the condition that Party B has delivered to Party A an opinion of counsel dated as of the Trade Date with respect to matters set forth in Section 3(a) of the Agreement, (iv) the satisfaction of all of the conditions set forth in Section 5 of the Underwriting Agreement, (v) the condition that the Underwriting Agreement shall not have been terminated pursuant to Section 9 thereof and (vi) the condition that neither of the following has occurred (A) in Party A’s commercially reasonable judgment, Party A (or its affiliate) is unable to borrow and deliver for sale a number of Shares equal to the Base Amount, or (B) in Party A’s commercially reasonable judgment, Party A (or its affiliate) would incur a Stock Loan Fee of more than a rate equal to 200 basis points per annum to do so (in which event this Confirmation shall be effective but the Base Amount for the Transaction shall be the number of Shares Party A (or an affiliate thereof) is required to deliver in accordance with Section 2 of the Underwriting Agreement). Party B’s obligations hereunder shall be subject to the condition precedent that Party A and each affiliate of Party A that is an Underwriter (as such term is defined in the Underwriting Agreement) shall have entered into an amendment performed, on or prior to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date, all of the obligations required to be performed by it prior to the Effective Date under the Underwriting Agreement.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditionssubject to: (a) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged receipt by the Administrative AgentAgent (or its counsel) from each of the Borrower, the Administrative Agent and the Required Lenders, of either (i) an original counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment; (b) the receipt by the Administrative Agent shall have received (or its counsel) from each of the favorable Loan Parties, of either (i) an original counterpart of the Loan Parties’ acknowledgment attached to this Amendment signed on behalf of such party or (ii) written opinion with respect evidence satisfactory to the Amendment executed on Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of the Second Amendment Effective Date Loan Parties’ acknowledgement; (c) the receipt by the Administrative Agent of such documents, resolutions and certificates as the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special Administrative Agent or its counsel may reasonably request relating to the Borrowers organization, existence and good standing of the Facility GuarantorsLoan Parties, addressed the authorization of the entering into and execution of this Amendment, and any other legal matters relating to the Loan Parties, this Amendment or the other Loan Documents, all in form and substance satisfactory to the Administrative Agent and its counsel; (d) the receipt by the Administrative Agent of all fees due and payable to the Administrative Agent and the Lenders and reasonably satisfactory signatory hereto in immediately available funds, including a fee equal to twenty five basis points (0.25%) on the Administrative Agent; (c) the Administrative Agent shall have received resolutions aggregate amount of the boards Revolving Credit Commitment (determined immediately following the effectiveness of directors or other appropriate governing body (or this Amendment), the Outstanding Amount of the appropriate committee thereof) Term A Loans on the date hereof, and the Outstanding Amount of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of Term B Loans on the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery date hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the payment of all reasonable legal fees and disbursements for which invoices have been presented which have been incurred or sustained by the Administrative Agent shall have received in connection with this Amendment and the Credit Agreement, the Loan Documents and any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary;other related documents executed and/or delivered in connection therewith; and (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as delivery to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on of such other items, documents, agreements, items or before the Second Amendment Effective Date to actions as the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateAgent may reasonably request.

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Term B-2 Lenders to make the Term B-2 Loans shall become effective on and as of the date hereof (the “Second Amendment No. 2 Effective Date”) upon , which shall be the satisfaction (or waiver by the Required Lenders) of first Business Day on which the following conditionsconditions are satisfied or waived: (ai) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Consent that, when taken together, bear the signatures of (A) each Cashless Option Lender and each Post-Closing Option Lender, (B) the Administrative Agent, (C) Holdings, (D) the Borrower and (E) each Subsidiary Loan Party; (ii) The Administrative Agent shall have received this Amendment, from each Additional Term B-2 Lender an executed and delivered by a duly authorized officer of (a) counterpart to the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative AgentJoinder Agreement; (biii) the The Administrative Agent shall have received a notice of Borrowing for the favorable written opinion Additional Term B-2 Loans (whether in writing or by telephone) in accordance with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to Section 2 hereof; (iv) the Administrative Agent;’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (cA) a written opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateLoan Parties, approving this Amendment and authorizing the execution and delivery hereof, each in a form and substance reasonably satisfactory to the Administrative Agent, as to matters substantially similar to those covered in the corresponding opinion delivered on the Effective Date and the Amendment No. 1 Effective Date; (dB) the Administrative Agent shall have received specimen signatures a certificate of officers or other appropriate representatives executing this Amendment on behalf each Loan Party as of the Borrowers and each Facility GuarantorAmendment No. 2 Effective Date, certified dated the Amendment No. 2 Effective Date, substantially in the form of Exhibit G to the Credit Agreement or such other form reasonably acceptable to the Administrative Agent with appropriate insertions, executed by the secretary or assistant secretary any Responsible Officer of such Borrower or Facility Guarantor;Loan Party, and attaching the documents referred to in clause (C) below; and (eC) the Administrative Agent shall have received any changes to the Charter Documents (i) resolutions of the Borrowers Board of Directors and/or similar governing bodies of each Loan Party approving and each Facility Guarantor since authorizing (a) the Closing Dateexecution, delivery and performance of the Amendment (including the reaffirmations set forth herein) (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as true and correct of the Amendment No. 2 Effective Date by its secretary, an assistant secretary or assistant secretary; a Responsible Officer as being in full force and effect without modification or amendment and (fii) the Administrative Agent shall have received certificates issued a good standing certificate as of a recent date by from the Secretaries applicable Governmental Authority of State each Loan Party’s jurisdiction of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Personincorporation, organization or formation; (gv) pursuant to Section 2.11(a)(i) of the Credit Agreement, substantially simultaneously with the closing of Amendment No. 2, the Borrower shall have paid to the Administrative Agent shall have for the account of each Term Lender with an Initial Term Loan or an Incremental Term B-1 Loan immediately prior to the conversion of such Term Loans into Term B-2 Loans and, if applicable, the borrowing of the Additional Term B-2 Loans, a fee (the “Prepayment Premium”) equal to 1.00% of the sum of the aggregate outstanding principal amount of (x) Initial Term Loans and (y) the Incremental Term B-1 Loans, of each Existing Lender immediately prior to the effectiveness hereof; (vi) the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Amendment No. 2 Arrangers”) to be received evidence that on the Amendment No. 2 Effective Date and all fees reasonable and documented or invoiced out-of-pocket costs and expenses required to be paid pursuant to Sections 6 (including the reasonable fees, charges and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative AgentAmendment No. 2 Arrangers, the Arrangers and the Lenders (or their affiliatesdue diligence expenses) incurred in connection with this Amendment the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 2 Effective Date shall, upon the Borrowing of the Term B-2 Loans, have been, or will be substantially simultaneously, paid in full; (hvii) Holdings the representations and warranties of each Loan Party set forth in the Section 5 of this Amendment shall have entered into an amendment be true and correct in all material respects on and as of the Amendment No. 2 Effective Date before and after giving effect to this Amendment No. 2 and the borrowing of the Term B-2 Loans and to the HoldCo Notes Indenture substantially application of proceeds therefrom; provided that, to the extent that such representations and warranties specifically refer to an earlier date or period, they shall be true and correct in the form all material respects as of Exhibit B such earlier date or period; provided further that any representation and warranty that is qualified as to this Amendment, “materiality,” “Material Adverse Effect” or similar language shall be true and such amendment shall become effective correct in all respects on the Second Amendment Effective Datedate of such borrowing or on such earlier date, as the case may be (after giving effect to such qualification); and (iviii) the Lead Borrower no Default or Event of Default shall have entered into an amendment to occurred and be continuing or would result from the Senior Notes Indenture substantially in incurrence of the form Term B-2 Loans or from the application of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Dateproceeds therefrom.

Conditions to Effectiveness. This Amendment shall become effective on and as of the first date hereof (such date being referred to as the “Second Amendment No. 4 Effective Date”, which date is June 9, 2015) upon the satisfaction (or waiver by the Required Lenders) when each of the following conditionsconditions shall have been satisfied: (a) the The Administrative Agent shall have received this Amendment, duly executed and delivered by a duly authorized officer of (aA) the Lead Borrower, (bB) the other BorrowersGuarantors, (cC) the Facility Guarantors and Cashless Option Term A-1 Lenders, (dD) the Required Revolving Credit Lenders electing to roll over their Revolving Credit Commitments into Tranche A-1 Revolving Commitments, (includingE) the Additional Term A-2 Lender (if any), in any event, each Extended (F) the Additional Revolving Lender), together with all schedules and exhibits hereto and acknowledged by (G) the Incremental Tranche A-1 Revolving Lenders, (H) the Administrative Agent;, (I) the L/C Issuer, (J) Swing Line Lender and (K) the Collateral Agent. (b) the The Administrative Agent shall have received the favorable written opinion with respect a Committed Loan Notice prior to the requested date of the Amendment executed No. 4 Effective Date. (c) The Administrative Agent shall have received, on behalf of itself, the Second Amendment Effective Date Collateral Agent, the L/C Issuer and the transactions contemplated hereby of Lenders, an opinion from Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers Borrower, dated as of the Amendment No. 4 Effective Date and the Facility Guarantors, addressed to the Administrative Agent Agent, the Collateral Agent, the L/C Issuer and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateLenders, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;. (d) the The Administrative Agent shall have received specimen signatures (i) certificates of officers good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other appropriate representatives executing action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment on behalf Amendment, and (ii) a certificate, dated as of the Borrowers Amendment No. 4 Effective Date, signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 3(f) and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor;(g). (e) Payment of all reasonable fees and expenses due to the Administrative Agent shall have received any changes to and the Charter Documents of the Borrowers and Arrangers, in each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses case required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment No. 4 Effective Date; and . Substantially simultaneously with effectiveness, (i) the Lead Borrower Term A-1 Lenders (including all Cashless Option Term A-1 Lenders but excluding the Additional Term A-2 Lender (if any) in its capacity as such) under the existing Credit Agreement shall have entered into an amendment to been paid (other than the Senior Notes Indenture substantially in principal amount of Rollover Refinancing Term A-2 Loans) all accrued principal and interest on their Term A-1 Loans to, but not including, the form of Exhibit C to this AmendmentAmendment No. 4 Effective Date and (ii) the Revolving Credit Lenders under the existing Credit Agreement shall have been paid all accrued fees on their Revolving Credit Commitments to, and such amendment shall become effective on but not including, the Second Amendment Effective Date.No. 4

Conditions to Effectiveness. This Amendment and each Second Amendment Effective Date Term Lender’s obligation to provide the Second Amendment Effective Date Term Loan Commitments shall become effective on and as of the first date hereof (the “Second Amendment Effective Date”) upon when, and only when, each of the satisfaction applicable conditions set forth below have been satisfied (or waiver by waived) in accordance with the Required Lenders) of the following conditionsterms herein: (a) the Administrative Agent shall have received from the Borrower, each other Loan Party, the Existing Lenders constituting Required Lenders and each Second Amendment Effective Date Term Lender a counterpart to this Amendment, duly executed and delivered by a duly authorized officer on behalf of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agentsuch party; (b) the Administrative Agent shall have received each of the favorable written opinion with respect to the Amendment executed items set forth on the Second Amendment Effective Date Annex C attached hereto, in each case, in form and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and substance reasonably satisfactory acceptable to the Administrative Agent; (c) receipt by the Administrative Agent shall have received resolutions in dollars and in immediately available funds, for the benefit of each Second Amendment Effective Date Term Lender, based on its pro rata share of the boards of directors or other appropriate governing body (or aggregate amount of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of Second Amendment Effective Date Term Loan on the Second Amendment Effective Date, approving this a non-refundable closing fee in an aggregate amount equal to 2.50% ($875,000.00) of the aggregate principal amount of the Second Amendment Effective Date Term Loan, which such fee shall be fully earned, due and authorizing payable on the execution date hereof and delivery hereof, each in form and substance reasonably satisfactory to paid from the Administrative Agentproceeds of the Second Amendment Effective Date Term Loans; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date pursuant to the Administrative AgentLoan Documents (in the case of expenses, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B extent invoiced at least one (1) Business Day prior to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date) shall have been paid from the proceeds of the Second Amendment Effective Date Term Loans; (e) the truth and accuracy of the representations and warranties in Section 3 hereof; and (if) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C both immediately before and after giving effect to this Amendment, and such amendment shall become effective on the funding of the Second Amendment Effective DateDate Term Loans and the consummation of the other transactions contemplated by this Amendment, no Default or Event of Default shall have occurred and be continuing.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “Second First Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (dc) the Required Lenders (including, in any event, each Extended Term Loan Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second First Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers Borrower and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers Borrower and each Facility Guarantor certified by its secretary or assistant secretary as of the Second First Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers Borrower and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers Borrower and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers Borrower and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second First Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second First Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second First Amendment Effective Date.

Conditions to Effectiveness. (a) This Extension Amendment shall become effective on and as the date on which the Administrative Agent shall have received counterparts of this Extension Amendment executed by each of the Loan Parties, the Administrative Agent, the Revolving Collateral Agent, the Swing Line Lender, each Issuing Bank (including the Secondary Issuing Bank) and the Extending Lenders party hereto; provided, that Sections 1, 2 and 6 of this Extension Amendment shall become effective only if the Extension Amendment Effective Date shall occur, Section 3 of this Extension Amendment shall become effective only if the Additional Amendment Effective Time shall occur (subject to the proviso in clause (c) below), Section 4 of this Extension Amendment shall become effective only if the Additional 100% Amendment Effective Time shall occur and Section 5 of this Extension Amendment shall become effective only if the Section 10.1 (e) Amendment Effective Time shall occur; provided further, that if the Extension Effective Date shall have not occurred on or prior to July 30, 2012, this Extension Amendment shall terminate and no longer be in effect. (b) Sections 1, 2 and 6 of this Extension Amendment shall become effective on the date hereof on which each of the following conditions is satisfied (the “Second Amendment Extension Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (ai) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Debevoise & Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility GuarantorsBorrowers, addressed to the Administrative Agent, the Revolving Collateral Agent and each Lender, dated the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Extension Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;Agent and covering such matters as are required pursuant to subsection 2.5(c) of the Revolving Credit Agreement; and (dii) the Administrative Agent shall have received specimen signatures evidence, in form and substance reasonably satisfactory to it, that the Parent Borrower shall have received gross cash proceeds of officers not less than $350,000,000 (calculated before applicable fees and original issue discount) from the proceeds of debt securities on or other appropriate representatives executing about the Extension Effective Date. (c) Section 3 of this Extension Amendment shall become effective on behalf the date on which each of the Borrowers and each Facility Guarantor, certified by following conditions is satisfied (the secretary or assistant secretary of such Borrower or Facility Guarantor;“Additional Amendment Effective Time”): (ei) the Administrative Agent shall have received any changes to the Charter Documents counterparts of this Extension Amendment executed by each of the Borrowers Loan Parties, the Administrative Agent, the Revolving Collateral Agent, the Swing Line Lender, each Issuing Bank (including the Secondary Issuing Bank) and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary;Required Lenders; and (fii) the Extension Effective Date shall have occurred; provided, that if the Additional 100% Amendment Effective Time shall have occurred, the amendments set forth in Section 3 of this Extension Amendment shall cease to be of any force or effect as of such Additional 100% Amendment Effective Time. (d) Section 4 of this Extension Amendment shall become effective on the date on which each of the following conditions is satisfied (the “Additional 100% Amendment Effective Time”): (i) the Administrative Agent shall have received certificates issued as counterparts of a recent date this Extension Amendment executed by the Secretaries of State each of the respective jurisdictions Loan Parties, the Administrative Agent, the Revolving Collateral Agent, the Swing Line Lender, each Issuing Bank (including the Secondary Issuing Bank) and all the Lenders; and (ii) the Extension Effective Date shall have occurred. (e) Section 5 of formation this Extension Amendment shall become effective on the date on which each of the Borrowers and each Facility Guarantor as to following conditions is satisfied (the due existence and good standing of such Person;“Section 10.1(e) Amendment Effective Time”): (gi) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof counterparts of this Extension Amendment executed by each of the Lead Borrower on or before the Second Amendment Effective Date to Loan Parties, the Administrative Agent, the Arrangers Revolving Collateral Agent, the Swing Line Lender, each Issuing Bank (including the Secondary Issuing Bank) and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateRequired Lenders; and (iii) the Lead Borrower Extension Effective Date shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Dateoccurred.

Conditions to Effectiveness. This The date on which each of the following conditions precedent is satisfied shall be the “First Amendment Effective Date” and the Incremental Revolving Commitments, the Term A-2 Commitments and the Term B Commitments shall become effective on and as of the such date hereof (the “Second Amendment Effective Date”) upon subject to the satisfaction (or waiver by the Required Lenders) of the following such conditions: (a) The Administrative Agent (or its counsel) shall have received duly executed counterparts (which may include telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page of a signed counterpart of this Agreement) hereof that, when taken together, bear the authorized signatures of the Administrative Agent, the Company, each Foreign Borrower, each Subsidiary Loan Party, each Revolving Credit Lender under and as defined in the Credit Agreement, each Term A Lender under and as defined in the Credit Agreement, each Incremental Revolving Lender, each Term A-2 Lender and each Term B-2 Lender. (b) The conditions set forth in paragraphs (a) and (b) of Section 4.03 of the Amended Credit Agreement shall be satisfied on and as of the First Amendment Effective Date, and the Administrative Agent shall have received this Amendmenta certificate, executed and delivered by a duly authorized officer of (a) dated the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second First Amendment Effective Date and signed by a Financial Officer of the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLPCompany, special counsel to confirming compliance with (i) such conditions and (ii) the Borrowers representations and warranties contained in Section 6 above, together with reasonably detailed calculations demonstrating compliance with Section 6(e) above. (c) The Administrative Agent and the Facility Guarantors, Lenders party hereto shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders party hereto and reasonably satisfactory to dated the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second First Amendment Effective Date) of each of (i) King & Spalding LLP, approving this Amendment counsel for the Company, and authorizing the execution and delivery hereof(ii) Vxxxxxx LLP, in each case in form and substance reasonably satisfactory to the Administrative Agent;. (d) the The Administrative Agent shall have received specimen signatures such board resolutions, secretary’s certificates, officer’s certificates and other documents as the Administrative Agent may reasonably request relating to the organization, existence and good standing of officers or other appropriate representatives executing this Amendment on behalf each Loan Party party hereto, the authorization of the Borrowers transactions contemplated hereby and each Facility Guarantorany other legal matters relating to the Loan Parties, certified by the secretary Loan Documents or assistant secretary of such Borrower or Facility Guarantor;the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (e) The Collateral and Guarantee Requirement shall be satisfied as of the First Amendment Effective Date. (f) Each of the Loan Parties party hereto shall have provided all documentation and other information to the Lenders party hereto that is reasonably requested by the Lenders party hereto no later than ten Business Days prior to the First Amendment Effective Date to comply with applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and the Beneficial Ownership Regulation, in each case, at least three Business Days prior to the First Amendment Effective Date. (g) The Administrative Agent and the Amendment Left Lead Arranger shall have received, in immediately available funds, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Company under Section 9.03 of the Amended Credit Agreement or under Sections 8 and 9 below. (h) The Administrative Agent shall have received any changes from the Company, in accordance with Section 2.04(a) of the Credit Agreement, a notice of prepayment with respect to the Charter Documents prepayment on the First Amendment Effective Date of the Borrowers Existing Term B Loans as described in Sections 3 and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary;4 hereof. (fi) Subject to Section 4(d) hereof, the prepayments of Existing Term B Loans, together with any prepayment premium, accrued and unpaid interest and fees and payment of breakage costs relating thereto as contemplated by Sections 2, 3 and 4 hereof shall have been made and the Term B Commitments outstanding under the Credit Agreement immediately prior to the First Amendment Effective Date shall have been terminated in full, in each case, substantially simultaneously with the effectiveness of this Agreement, and replaced with the New Term B Loans provided for hereunder. (j) The Administrative Agent shall have received certificates issued as of from the Company a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as Loan Notice with respect to the due existence borrowing of Incremental Revolving Loans, Term A-2 Loans and good standing of such Person;New Term B Loans on the First Amendment Effective Date. (gk) the The Administrative Agent shall have received evidence that from the Company all accrued interest and fees in respect of the Revolving Credit Commitments and expenses required Revolving Credit Loans (if any) (each, as defined in the Credit Agreement prior to be paid pursuant the effectiveness of this Agreement) and the Term A Loans (as defined in the Credit Agreement prior to Sections 6 and 7 hereof by the Lead Borrower on or before effectiveness of this Agreement), to but excluding the Second First Amendment Effective Date to Date. The Administrative Agent shall notify the Administrative Agent, the Arrangers Company and the Lenders (or their affiliates) in connection with this of the First Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this AmendmentEffective Date, and such amendment notice shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, be conclusive and such amendment shall become effective on the Second Amendment Effective Datebinding.

Conditions to Effectiveness. This The effectiveness of this Amendment and the obligations of the Term B-2 Lenders to make the Term B-2 Loans shall become effective on and as of the date hereof (the “Second Amendment No. 3 Effective Date”) upon , which shall be the satisfaction (or waiver by the Required Lenders) of first Business Day on which the following conditionsconditions are satisfied or waived: (ai) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment or Amendment No. 3 Consent that, when taken together, bear the signatures of (A) each Amendment No. 3 Cashless Option Lender and each Amendment No. 3 Post-Closing Option Lender, (B) the Administrative Agent, (C) the Additional Term B-2 Lender, (D) the Borrower and (E) each Guarantor; (ii) the Administrative Agent shall have received this Amendment, executed and delivered a notice of Borrowing for the Additional Term B-2 Loans (whether in writing or by a duly authorized officer of telephone) in accordance with the Credit Agreement; (aiii) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (bA) a favorable opinion of Xxxxx Day, counsel for the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLPLoan Parties, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in a form and substance reasonably satisfactory to the Administrative Agent; (dB) a certificate from a Responsible Officer of each Loan Party dated as of the Amendment No. 3 Effective Date, and attaching the documents referred to in clause (C) below; (C) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf (i) resolutions of the Borrowers Board of Directors and/or similar governing bodies of each Loan Party approving and each Facility Guarantorauthorizing (a) the execution, delivery and performance of the Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as of the Amendment No. 3 Effective Date by the its secretary, an assistant secretary or assistant secretary a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of such Borrower a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or Facility Guarantorformation; (eD) before and after giving effect to this Amendment and the borrowing of or exchange into the Term B-2 Loans and to the application of any proceeds therefrom (i) no Default or Event of Default shall exist and (ii) all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (E) the Administrative Agent shall have received any changes from the Borrower an Officer’s Certificate certifying as to compliance with the Charter Documents preceding clause (D); and (F) the representations and warranties of the Borrowers and each Facility Guarantor since the Closing Date, certified as Loan Party set forth in Section 5 below shall be true and correct by its secretary or assistant secretaryin all material respects; (fiv) the fees in the amounts previously agreed in writing by Citigroup Global Markets Inc. (the “Amendment No. 3 Arranger”) to be received on the Amendment No. 3 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Amendment No. 3 Arranger) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 3 Effective Date shall, upon the Borrowing of the Term B-2 Loans, have been, or will be substantially simultaneously, paid in full; and (v) the Administrative Agent shall have received certificates issued as of a recent date “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Secretaries Borrower and (y) evidence of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor insurance as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date Credit Agreement in form and substance satisfactory to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment No. 3 shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) on which each of the following conditionsconditions is satisfied: (a) The Administrative Agent (or its counsel) shall have received from (i) the Required Lenders, (ii) each B1 Term Loan Lender, or in lieu of one or more B1 Term Loan Lenders, one or more Additional B2 Term Loan Lenders providing Additional B2 Term Loan Commitments in an amount sufficient to repay all of the principal of the B1 Term Loans owed to such non-consenting B1 Term Loan Lenders, and (iii) each of the other parties hereto, either (x) a counterpart of this Amendment No. 3 signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent shall have received (which may include telecopy transmission of a signed signature page of this Amendment, executed and delivered by Amendment No. 3) that such party has signed a duly authorized officer counterpart of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agentthis Amendment No. 3; (b) The Borrower shall have provided the Administrative Agent shall have received with a Notice of Borrowing meeting the favorable written opinion requirements of Section 1.03(a) under the Credit Agreement (other than the prior notice period requirement, which is hereby waived) on or prior to the Amendment Effective Date with respect to the Amendment executed borrowing of B2 Term Loans on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent;Date. (c) the Administrative Agent Each B2 Term Loan Lender shall have received resolutions received, if requested, one or more Notes payable to the order of such Lender duly executed by the boards Borrower in substantially the form of directors or other appropriate governing body (or of Exhibit B-1 to the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified Credit Agreement, as modified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereofNo. 3, each in form and substance reasonably satisfactory to the Administrative Agentevidencing its B2 Term Loans; (d) the Administrative Agent The Borrower shall have received specimen signatures paid to all B1 Term Loan Lenders simultaneously with the making of officers or other appropriate representatives executing this B2 Term Loans hereunder all accrued and unpaid interest on their B1 Term Loans to the Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility GuarantorEffective Date; (e) The Borrower shall have paid to the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees reasonable out-of-pocket costs and expenses required to be paid pursuant to Sections 6 (including, without limitation the reasonable fees, charges and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date disbursements of one outside counsel to the Administrative Agent, which shall be Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Arrangers Agents) of the Agents; and (f) All corporate and the Lenders (other proceedings taken or their affiliates) to be taken in connection with this Amendment have been paid No. 3 and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in full; (h) Holdings shall have entered into an amendment form and substance to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateAgents.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective on and as is subject to satisfaction of all of the following conditions precedent, in each case, to the satisfaction of the Administrative Agent and the Lenders (and the date hereof (of such satisfaction as determined by the Administrative Agent and the Lenders, the “Second First Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) the Administrative Agent shall have received counterparts of this Amendment, Amendment executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other BorrowersLoan Parties signatory hereto, (c) the Facility Guarantors Lenders and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received truth and accuracy of the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date representations and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent;warranties contained in Section 6 hereof; and (c) the Administrative Agent shall have received resolutions of from the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary Borrower a certificate, dated as of the Second First Amendment Effective Date, approving duly executed and delivered by a Responsible Officer of Borrower, attaching (w) a certified copy of the resolutions of the Borrower’s Board then in full force and effect authorizing the execution, delivery and performance of this Amendment and authorizing the execution transactions contemplated thereby (or certifying that that the resolutions attached to the Omnibus Officer’s Certificate dated as of April 2, 2020 authorize the execution, delivery and delivery hereofperformance of this Amendment and the transactions contemplated hereby); (x) a certified copy of the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act as Responsible Officer with respect to this Amendment and delivered by Borrower (or certifying that that the incumbency certificate attached to the Omnibus Officer’s Certificate dated as of April 2, 2020 remains in full force and effect); (y) true and complete copies of each in form and substance reasonably satisfactory Organizational Document of Borrower (or certifying that that there have been no changes to the Organizational Documents of Borrower since the Organizational Documents delivered to the Administrative Agent;Agent in the Omnibus Officer’s Certificate dated as of April 2, 2020) and (z) a good standing certificate of Borrower dated a date reasonably close to the First Amendment Effective Date; and (d) the Administrative Agent shall have received specimen from each Loan Party (other than the Borrower), dated as of the First Amendment Effective Date, duly executed and delivered by a Responsible Officer of each such Person, a certified copy of the incumbency and signatures of officers those of its officers, managing member or other appropriate representatives executing general partner or equivalent authorized to act as Responsible Officer with respect to this Amendment on behalf of the Borrowers and each Facility Guarantor, certified delivered by the secretary or assistant secretary of such Borrower or Facility GuarantorPerson; (e) the Administrative Agent Borrower shall have received any changes paid the reasonable and documented legal fees and expenses of Xxxxxxxx & Forester LLP, Administrative 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 Credit Agreement prior to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary;date hereof; and (f) the Administrative Agent shall have received certificates issued a duly completed Compliance Certificate, dated as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second First Amendment Effective Date; and , signed by a Responsible Officer of the Borrower for the fiscal quarters ended June 30, 2020 and September 30, 2020, by reference to the Amended Credit Agreement, (i) certifying as to whether a Default has occurred and (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.12 of the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateAmended Credit Agreement.

Conditions to Effectiveness. This The effectiveness of this Agreement is --------------------------- subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Lender: (a) Agent shall have received, in form and substance satisfactory to Agent: (i) this Amendment, duly executed by each Borrower; (ii) the CBS Security Agreement, in the form of Exhibit B attached --------- hereto, duly executed by CBS; (iii) an Amendment shall become effective to Pledge Agreement in the form of Exhibit C --------- hereto duly executed by Global accompanied by stock certificate(s) evidencing the capital stock of CBS purchased pursuant to the CBS Purchase Agreement with duly executed stock power(s) and an Irrevocable Proxy; (v) a Collateral Assignment of Patents, Trademarks and Copyrights (Security Agreement) in the form of Exhibit E hereto duly --------- executed by CBS; (vi) duly executed copies of the CBS Purchase Agreement and the Merger Agreement and all schedules and exhibits thereto; (vii) a closing certificate signed by a senior officer of Borrower, dated as of the date of this Amendment, stating that (A) the representations and warranties set forth in the Credit Agreement are true and correct as of such date, (B) Borrower is on such date in compliance with all the terms and provisions set forth in the Credit Agreement, as amended by this Amendment, and (C) on such date no Event of Default or event or condition which, with notice or passage of time or both, would constitute an Event of Default, has occurred or is continuing; (viii) a company general certificate certified by the Secretary of each of the Borrowers (A) that its Board of Directors has adopted and ratified resolutions which authorize the execution, delivery and performance by it of all Loan Documents to which it is or is to be a party, and (B) the names of the officers authorized to sign this Amendment and each of the other Loan Documents to which it is or is to be a party, together with specimen signatures of such officers; (ix) UCC-1 financing statements duly executed by CBS; (x) an Availability Certificate dated as of the date hereof indicating sufficient Loan Availability for Lenders to make the Additional Term Loan and the CBS Revolving Loan; and (xi) an opinion of counsel to the “Borrower, in form and substance satisfactory to Lender, with respect to the Purchase Agreement and this Second Amendment Effective Date”and such other matters as Lender may request. (xii) upon the satisfaction evidence of insurance by CBS and endorsements thereto naming Agent as loss payee and additional insured. (or waiver by the Required Lendersxiii) a financial condition certificate dated as of the following conditions:date hereof in the form of Exhibit F attached hereto. --------- (axiv) an Assignment of Deposit Accounts and Bank Agency Agreement in the Administrative form of Exhibit G hereto with respect to all bank --------- accounts established by or on behalf of CBS. (xv) a landlord waiver satisfactory in form and substance to the Agent shall have received this Amendmentwith respect to all real property leased by CBS. (xvi) such additional documents, executed instruments and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;information as Agent or its legal counsel may request. (b) The representations and warranties contained herein, in the Administrative Agent Credit Agreement and in the other Loan Documents, shall have received be true and correct as of the favorable written opinion with respect to the Amendment executed date hereof, as if made on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent;date hereof. (c) the Administrative Agent No Event of Default or event or condition which, with notice or passage of time or both, would constitute an Event of Default, shall have received resolutions occurred and be continuing, unless such event, condition or Event of the boards of directors Default has been specifically waived in writing by Agent or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;Lenders. (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially Agent has a valid first priority security interest in the form assets of Exhibit B CBS subject only to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DatePermitted Encumbrances.

Conditions to Effectiveness. This Each Refinancing Lender’s obligation to provide its Refinancing Loan on the Amendment Effective Date and each party’s consent to the amendments contemplated herein to the Credit Agreement shall become effective on and as of the date hereof time on which the following conditions are satisfied or waived (such time, the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) The Administrative Agent (or its counsel) shall have received either (i) a counterpart signature page of this Amendment duly executed by Holdings, the Borrower, each other Loan Party (as to the Acknowledgment), the Refinancing Lenders and the Extending Revolving Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of an executed counterpart signature page of this Amendment) that each such party has duly executed a counterpart signature page of this Amendment. (b) The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, (addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary dated as of the Second Amendment Effective Date) of (i) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, approving this Amendment New York counsel for the Loan Parties, (ii) Morris, Nichols, Arsht & Xxxxxxx LLP, Delaware counsel for the Loan Parties, (iii) Durham, Xxxxx & Xxxxxxx P.C., Utah counsel for the Loan Parties, (iv) Xxxxxxxxx Traurig LLP, Florida counsel for the Loan Parties and authorizing (v) Xxxxxxxx Xxxxxxx LLP, Georgia counsel for the execution and delivery hereofLoan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent;. (dc) the The Administrative Agent shall have received specimen signatures a certificate of officers each Loan Party, dated the Amendment Effective Date, substantially in the form of Exhibit E to the Credit Agreement with appropriate insertions, or other appropriate representatives executing this Amendment on behalf of otherwise in form and substance reasonably satisfactory to the Borrowers and each Facility GuarantorAdministrative Agent, certified executed by the secretary or assistant secretary any Responsible Officer of such Borrower Loan Party and including or Facility Guarantor;attaching the documents or certifications, as applicable, referred to in paragraph (d) of this Section below. (ed) the The Administrative Agent shall have received any changes (i) as to each Loan Party, either (x) a copy of each Organizational Document of such Loan Party certified, to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Dateextent applicable, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s Organizational Documents most recently certified and delivered to the Administrative Agent remain in full force and effect on the Amendment Effective Date without modification or amendment since such prior delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the respective jurisdictions Responsible Officers of formation such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates previously delivered to the Administrative Agent remain true and correct as of the Borrowers Amendment Effective Date, (iii) copies of resolutions of the board of directors and/or similar governing bodies of each Loan Party approving and each Facility Guarantor authorizing the execution, delivery and performance of this Amendment and the Amended Credit Agreement, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of such Loan Party as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the due existence and good standing extent such concept exists) from the applicable Governmental Authority of such Person;each Loan Party’s jurisdiction of incorporation, organization or formation as of a reasonably recent date. (ge) the The Administrative Agent shall have received evidence that a Borrowing Request with respect to the Refinancing Loans not later than 2:00 p.m., New York City time, one Business Day before the Amendment Effective Date and otherwise in accordance with the requirements of Section 2.03 of the Amended Credit Agreement. (f) The Administrative Agent or the Refinancing Arrangers, as applicable, shall have received all fees and other amounts (which may, at the option of the Administrative Agent and the Borrower in consultation with the Refinancing Arrangers, be offset against, or paid directly with proceeds of, the Refinancing Loans made on the Amendment Effective Date) previously agreed in writing by the Administrative Agent or the Refinancing Arrangers, as applicable, and the Borrower to be due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced at least two Business Days prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid pursuant to Sections 6 and 7 hereof by any Loan Party. (g) The Administrative Agent shall have received a certificate from a Financial Officer of the Lead Borrower on or before the Second Amendment Effective Date certifying as to the Administrative Agent, solvency of the Arrangers Borrower and its Subsidiaries on a consolidated basis after giving effect to the Lenders (or their affiliates) in connection with this Amendment have been paid in full;Transactions. (h) Holdings The Administrative Agent and the Refinancing Arrangers shall have entered into an amendment received, at least three Business Days prior to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) , all documentation and other information about the Lead Borrower and the other Loan Parties as shall have entered into an amendment been reasonably requested in writing at least ten Business Days prior to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateDate by the Administrative Agent or the Refinancing Arrangers that they shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

Conditions to Effectiveness. This Amendment and the obligations of each Second Refinancing Term Lender hereunder shall become effective on and as of the date hereof (such date, the “Second Refinancing Amendment Effective Date”) upon the satisfaction (or or, with respect to Sections 5(a)(ii), (iv) and (v) only, waiver by the Required LendersAdministrative Agent) of each of the following conditions: (a) The Administrative Agent shall have received the following, each of which shall be originals, facsimiles or copies in .pdf form by electronic mail (followed promptly by originals): (i) the Borrower’s counterpart signature page to this Amendment; (ii) each Guarantor’s counterpart signature page to the acknowledgment attached to this Amendment; (iii) executed Lender Addenda by the Continuing Lenders and the Additional Term Lenders; (iv) a customary opinion from Ropes & Xxxx LLP, counsel to the Loan Parties; (v) such certificates of good standing or status (to the extent that such concepts exist) from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party, a certificate of customary resolutions or other customary action of each Loan Party, a customary certificate of a Responsible Officer of each Loan Party and an incumbency certificate of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Second Refinancing Amendment Effective Date; (vi) copies of recent Uniform Commercial Code, tax and intellectual property Lien searches and copies of judgment searches, in each case, in each jurisdiction reasonably requested by the Administrative Agent in respect of the Loan Parties; and (vii) a certificate, from the chief financial officer of the Borrower, attesting to the Solvency of the Borrower and its Restricted Subsidiaries, on a consolidated basis, on the Second Refinancing Amendment Effective Date after giving effect to the incurrence of the Second Refinancing Term Loans. (b) Immediately before and immediately after giving effect to this Amendment, no Event of Default shall exist. (c) Immediately before and immediately after giving effect to this Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects. (d) The Borrower shall pay a closing fee to each Second Refinancing Term Lender on the Second Refinancing Amendment Effective Date as fee compensation for such Second Refinancing Term Lender’s Second Refinancing Term Commitment in an amount equal to 0.50% of the aggregate principal amount of the Second Refinancing Term Loans made or continued by such Second Refinancing Term Lender on the Second Refinancing Amendment Effective Date, payable in full on, and subject to the occurrence of, the Second Refinancing Amendment Effective Date. (e) The Borrower shall pay to the Administrative Agent, for the account of the Existing Term Lenders, a premium equal to 1.00% of the outstanding principal amount of the Existing Term Loans repaid or continued on the Second Refinancing Amendment Effective Date (the “Soft-Call Premium”). The Soft-Call Premium shall be payable in full on, and subject to the occurrence of, the Second Refinancing Amendment Effective Date and the payment thereof shall satisfy the Borrower’s obligations under Section 2.23 of the Credit Agreement with respect to the refinancing of the Existing Term Loans. (f) The Administrative Agent shall have received payment of all expenses required to be paid or reimbursed by any Loan Party under or in connection with this Amendment, including those expenses set forth in Section 12 hereof, in each case, to the extent invoiced in reasonable detail prior to the date hereof. (g) The Administrative Agent and the Second Refinancing Term Lenders shall have received at least five (5) days prior to the Second Refinancing Amendment Effective Date all documentation and other information about the Borrower and each Guarantor reasonably requested in writing by them at least ten (10) days prior to the Second Refinancing Amendment Effective Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (h) The Administrative Agent shall have received a certificate, dated the Second Refinancing Amendment Effective Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Sections 5(b) and 5(c) of this Amendment. Other than the conditions set forth in this Section 5 and in Section 2.15(d) of the Credit Agreement, there are no other conditions (express or implied) to the Second Refinancing Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 5 and in Section 2.15(d) of the Credit Agreement, each Second Refinancing Term Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder or thereunder to be consented to or approved by or acceptable or satisfactory to a Second Refinancing Term Lender under this Amendment unless the Administrative Agent shall have received notice from such Second Refinancing Term Lender prior to the Second Refinancing Amendment Effective Date specifying its objection thereto. Notwithstanding any other provisions of this AmendmentAmendment to the contrary, executed and delivered the Administrative Agent may appoint a fronting lender to act as the sole Additional Term Lender for purposes of facilitating funding on the Second Refinancing Amendment Effective Date. Accordingly, any Lender Addendum (Additional Term Lender) submitted by a duly authorized officer or on behalf of (a) the Lead Borrower, (b) the an Additional Term Lender other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged than such fronting lender will be deemed ineffective unless accepted by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by in its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Datesole discretion.

Conditions to Effectiveness. This Amendment shall become effective on and as of the first date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of on which the following conditionsconditions are satisfied: (a) The Administrative Agent (or its counsel) shall have received executed counterparts of (i) this Amendment by (A) the Company, (B) each of the Subsidiary Guarantors, (C) New Parent, (D) the Administrative Agent and (E) the Lenders party hereto, (ii) the Master Subordinated Intercompany Note in the form attached hereto as Annex C by (A) the Company, (B) each of the Subsidiary Guarantors and (C) New Parent and (iii) the Parent Negative Pledge Agreement (as defined in the Amended Credit Agreement) in the form attached hereto as Annex D by (A) New Parent and (B) the Administrative Agent. (b) The Administrative Agent shall have received this Amendmenta copy of the executed Restructuring Agreement, executed and delivered by a duly authorized officer the Restructuring Transactions shall have been consummated in accordance in all material respects with the terms of the Restructuring Agreement (awithout giving effect to any amendment, modification or waiver of the Restructuring Agreement that is materially adverse to the interests of the Lenders in their capacities as such) simultaneously or substantially concurrently with the Lead Borrower, (b) occurrence of the other Borrowers, Amendment Effective Date. (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the The Administrative Agent shall have received a copy of a customary certificate of good standing or status of the favorable written opinion Secretary of State of the jurisdiction of organization of each Loan Party, including New Parent (except with respect to an entity of the type for which good standing certificates are not provided by the Secretary of State in the jurisdiction in which it is formed), dated on or about the Amendment executed Effective Date. (d) The Administrative Agent shall have received a certificate of each Loan Party, including New Parent, signed by its Secretary or Assistant Secretary, dated as of the Amendment Effective Date, (i) attaching the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party (or, in the case of the Company and each Subsidiary Guarantor, certifying as to the absence of any amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party that was previously certified to the Administrative Agent by the Loan Parties on the Second Effective Date), (ii) attaching the good standing certificate or similar certificate of such Loan Party, (iii) attaching certified copies of all necessary corporate action taken by such Loan Party, including New Parent, to authorize the execution, delivery and performance of this Amendment and the other documents to be delivered hereunder to which it is a party and (iv) certifying the names and true signatures of the officers of such Loan Party authorized to sign this Amendment and the other documents to be delivered hereunder to which it is a party. (e) The Administrative Agent and the Lenders shall have received the favorable opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to the Loan Parties and covering such other matters as the Administrative Agent or counsel to the Administrative Agent may reasonably request (and for purposes of such opinions such counsel may rely upon opinions of counsel in other jurisdictions, provided that such other counsel are reasonably satisfactory to counsel to the Administrative Agent and such other opinions state that the Lenders are entitled to rely thereon). (f) The Administrative Agent shall have received a certificate from the Company confirming the accuracy on the Amendment Effective Date of the representations and warranties set forth in Section 4(b) and Section 4(c). (g) The Company shall have paid, to the extent invoiced, all fees, costs, expenses, and reimbursable amounts, required to be paid or reimbursed by it pursuant to this Amendment or the Existing Credit Agreement, including the reasonable and documented fees, disbursements and other charges of external counsel for the Administrative Agent required to be paid or reimbursed by the Company pursuant to this Amendment or the Existing Credit Agreement (including pursuant to Section 7 below), on or prior to the Amendment Effective Date. (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, and such other documents, filings, instruments and papers relating to the documents referred to herein and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) as any Lender or the Administrative Agent shall reasonably require and (ii) to the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Lender that has requested a Beneficial Ownership Certification in relation to such Loan Party shall have received resolutions of the boards of directors or other appropriate governing body such Beneficial Ownership Certification (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Dateprovided that, approving this Amendment and authorizing upon the execution and delivery hereofby such Lender of its signature page to this Amendment, the condition set forth in this clause (ii) shall be deemed to be satisfied), in each in form and substance reasonably satisfactory case at least three Business Days prior to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agentextent the request for such documentation, the Arrangers and the Lenders (Beneficial Ownership Certification or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment other information was made at least five Business Days prior to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and. (i) the Lead Borrower The L/C Issuer of each Existing Letter of Credit shall have entered into an amendment provided written notice to the Senior Notes Indenture substantially in beneficiary under such Existing Letter of Credit by certified mail, courier service or other receipted means of delivery to such beneficiary’s address, stated on the form agreement(s) pursuant to which such Existing Letter of Exhibit Credit had been issued, that such L/C Issuer elects not to this Amendment, extend the then-applicable expiration date of such Existing Letter of Credit for any additional periods. The Administrative Agent shall notify the Company and the Lenders of the Amendment Effective Date and such amendment notice shall become effective on the Second Amendment Effective Datebe conclusive and binding.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “Second Third Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) on which all of the following conditions:conditions have been satisfied (or waived by the parties hereto): (a) the The Administrative Agent (or its counsel) shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead from each Borrower, (b) each Loan Party and each of the other Borrowers, (c) the 2017 Term B Lenders and 2017 Revolving Facility Guarantors and (d) the Required Lenders (includingconstituting, in any eventcollectively, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by of the Administrative Agent; Lenders as of the Effective Time) (bx) the Administrative Agent shall have received the favorable a counterpart of this Amendment signed on behalf of such party or (y) written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed evidence reasonably satisfactory to the Administrative Agent and the 2017 Facility Lead Arrangers (which may include delivery of a signed signature page of this Amendment by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Amendment. (b) The Collateral Agent shall have received (i) from each Lux Party, Mallinckrodt Group S.à x.x., Mallinckrodt UK LTD and Mallinckrodt Buckingham Unlimited Company, a counterpart of the Lux Master Security Confirmation Agreement and (ii) from the Lux Borrower, Swiss Holdco and Swiss Xxxxx, a counterpart of the Swiss Incremental Security Document. (c) The Administrative Agent shall have received, on behalf of itself, the 2017 Term B Lenders and reasonably satisfactory the 2017 Revolving Facility Lenders, 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) Holland & Xxxx LLP, as Nevada counsel for the Loan Parties, (iv) Xxxxxx Xxx, as Irish counsel for the Loan Parties, (v) Xxxxx & Xxxxx, société en commandite simple, (Luxembourg), as Luxembourg counsel for the Loan Parties, (vi) NautaDutilh Avocats Luxembourg S.à x.x., as Luxembourg counsel for the Administrative Agent, (vii) Xxxxxxx XX, as Swiss counsel for the Loan Parties, and (viii) White & Case LLP, as English law counsel for the Administrative Agent, in each case (A) dated the Third Amendment Effective Date, (B) addressed to the Administrative Agent; , the Collateral Agent, the 2017 Term B Lenders and the 2017 Revolving Facility Lenders and (cC) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;Agent and the 2017 Facility Lead Arrangers covering such matters relating to this Amendment as the Administrative Agent or the 2017 Facility Lead Arrangers shall reasonably request. (d) the The Administrative Agent shall have received specimen signatures a certificate of officers the Secretary or Assistant Secretary or Director or similar officer of the Co-Borrower, each of the Additional Borrowers, Mallinckrodt UK LTD and Mallinckrodt Buckingham Unlimited Company, each dated the Third Amendment Effective Date and certifying: 1. a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other appropriate representatives executing this Amendment on behalf of the Borrowers equivalent constituent and each Facility Guarantorgoverning documents, certified by the secretary or assistant secretary including all amendments thereto, of such Borrower or Facility Guarantor; Loan Party, (eA) the Administrative Agent shall have received any changes certified (to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (fextent available in any non-U.S. jurisdiction) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries 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 respective jurisdictions jurisdiction of formation 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 Borrowers and each Facility Guarantor constituent documents of such Loan Party; 2. a certificate as to the due existence and good standing (to the extent such concept or a similar concept exists under the laws of such Personjurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official or Governmental Authority in the case of any Loan Party organized outside the United States of America); 3. that attached thereto is a true and complete copy of the by-laws (gor articles of association, partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) (to the extent such concept or a similar concept exists under the laws of such Loan Party’s jurisdiction of organization) of such Loan Party as in effect on the Third Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (4) below; 4. that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member), and, if applicable, by the shareholders’ meeting of such Loan Party, authorizing the execution, delivery and performance of the applicable agreements or documents referenced in paragraph (a) or (b) above dated as of the Third Amendment Effective Date to which such person is a party and, in the case of the Co-Borrower and the Additional Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Third Amendment Effective Date; 5. as to the incumbency and specimen signature of each officer or authorized signatory executing any agreement or document referenced in paragraph (a) or (b) above or any other document delivered in connection herewith on behalf of such Loan Party; and 6. as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party. (e) The Administrative Agent shall have received evidence that all fees received, in respect of each Lux Party and expenses required to be paid pursuant to Sections 6 and 7 hereof by Mallinckrodt Group S.à x.x., a director’s certificate dated as of the Lead Borrower on or before the Second Third Amendment Effective Date and signed by a director of each such Lux Party or Mallinckrodt Group S.à x.x., as applicable, certifying the following items: (i) an up-to-date copy of the articles of association of each such Lux Party or Mallinckrodt Group S.à x.x., as applicable, (ii) an electronic copy of an excerpt of the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) dated on the Third Amendment Effective Date, (iii) an up-to-date true certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire) pertaining to such Lux Party or Mallinckrodt Group S.à x.x., as applicable, of a recent date, issued by the Administrative AgentLuxembourg Trade and Companies Register (R.C.S. Luxembourg) dated as of the Third Amendment Effective Date and reflecting the situation of each such Loan Party one day before, (iv) true, complete and up-to-date board resolutions approving the Arrangers and the Lenders (entry by such Lux Party or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to Mallinckrodt Group S.à x.x., as applicable, into, among others, this Amendment, the Lux Master Security Confirmation Agreement and such amendment shall become effective on the Second Amendment Effective Date; and Swiss Incremental Security Document as the case may be, (iv) a true and complete specimen of signatures for each of the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.directors or

Conditions to Effectiveness. This Amendment shall become be effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) completion of the following conditions:(each of such documents and/or actions to be in form and substance acceptable to Lender in its sole discretion): (a) the Administrative Agent shall have received Execution and delivery of this Amendment, executed and delivered Amendment by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agentparties hereto; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date Execution and the transactions contemplated hereby delivery by Borrower of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers an Amended and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentRestated Revolving Note; (c) Execution and delivery by Borrower of an Amended and Restated Term Note; (d) Delivery of updated schedules to the Administrative Agent shall have received Agreement; (e) Execution and delivery of a certificate by the secretary or other authorized officer of the New Borrower, and fully executed resolutions of the boards New Borrower upon which Lender may conclusively rely until superseded by similar certificates delivered to Lender, certifying that (1) all requisite action has been taken in connection with the transactions contemplated hereby and (2) the names, signatures, and authority of directors or other appropriate governing body (or each of the appropriate committee thereofNew Borrower’s authorized signers executing the Loan Documents to which it is a party; (f) Delivery of a good standing certificate for the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of New Borrower dated not more than twenty (20) days prior to the Second Amendment Effective Date, approving this Amendment issued by the Secretary of State or other appropriate official of each of the New Borrower’s jurisdiction of organization and authorizing each jurisdiction where the execution and delivery hereof, each in form and substance reasonably satisfactory to conduct of its business activities or the Administrative Agentownership of its properties necessitates qualification; (dg) the Administrative Agent shall have received specimen signatures Delivery of officers or other appropriate representatives executing this Amendment on behalf a copy of the Borrowers articles of organization, operating agreement and each Facility Guarantorother such similar documents, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, all certified as true and correct by its secretary or assistant secretaryan authorized officer of the New Borrower; (fh) Filing such Uniform Commercial Code Financing Statements, naming the Administrative Agent New Borrower as debtor, as Lender may require in order to give record notice of its security interest in the items listed as Collateral; (i) Lender shall have reviewed and shall be satisfied with the asset purchase agreement and the other documents executed in connection with the acquisition of substantially all of the assets of MW General, Inc. (DBA General Aluminum Forgings), including, without limitation, any environmental assessments received in connection therewith and executed leases entered into in connection therewith (the “Purchase Documents”); (j) Lender shall have received certificates issued as of a recent date landlord’s waiver, in form and substance satisfactory to Lender, with respect to the premises leased by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such PersonNew Borrower; (gk) the Administrative Agent Lender shall have received evidence that accurate and complete copies of any Lien, pending suit, title and other public record searches required by Lender with respect to the assets being acquired under the Purchase Documents; (l) Payment by Borrower of any and all costs, fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders of Lender (or their affiliatesincluding attorney fees) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (im) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, Such other agreements and such amendment shall become effective on the Second Amendment Effective Datedocuments related hereto as Lender may require.

Conditions to Effectiveness. This Fifth Amendment shall become effective on and as of the date hereof (the “Second Fifth Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) which each of the following conditionsconditions is satisfied: (a) the The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer each of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;following: (bi) the Administrative Agent shall have received the favorable written opinion a Borrowing Request with respect to the Replacement Term B-3 Loans and the Incremental Term B-3 Loans; (ii) counterparts to this Fifth Amendment executed on by the Second Borrower, the Subsidiary Guarantors, each Additional Replacement Term B-3 Lender and each Incremental Term B-3 Lender; (iii) Consents to Fifth Amendment Effective Date and executed by each Converting Term Lender; (iv) a certificate from a Responsible Officer of the transactions contemplated hereby Borrower certifying satisfaction of Xxxxxxxx the condition precedent set forth in Section 5(c); (v) a written opinion of (x) Ropes & Xxxxx Xxxx LLP, special in its capacity as counsel to for the Borrowers Loan Parties and (y) Xxxxxxx LLP, in its capacity as local Maryland counsel for the Facility GuarantorsBorrower, each dated as of the date hereof and addressed to the Administrative Agent and the Lenders Fifth Amendment Term Lenders; (vi) (i) a certificate of each Loan Party, dated as of the date hereof and executed by a secretary, assistant secretary or other similarly-titled Responsible Officer thereof, which shall certify (a) that attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party, as applicable, have not been amended (except as attached thereto) since the date reflected thereon (or for Loan Parties other than the Borrower, if applicable, a certification that no change has been made to such documents of such Loan Party since the Fourth Amendment Effective Date), (b) that attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, as applicable, together with all amendments thereto as of the Fifth Amendment Effective Date (or for Loan Parties other than the Borrower, if applicable, a certification that no change has been made to such documents of such Loan Party since the Fourth Amendment Effective Date) and such by-laws or operating, management, partnership or similar agreement are in full force and effect, (c) that attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, manager or other applicable governing body authorizing the execution and delivery of this Fifth Amendment, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect and (d) as to the incumbency and specimen signature of each officer, manager, director or authorized signatory executing this Fifth Amendment or any other Loan Document delivered by such Loan Party in connection therewith and (ii) a good standing (or equivalent) certificate for such Loan Party, as applicable, from the relevant authority of its jurisdiction of organization, dated as of a recent date; and (vii) a solvency certificate in substantially the form of Exhibit O to the Existing Credit Agreement (but with modifications to reflect the Fifth Amendment Effective Date) from the chief financial officer (or other officer with reasonably satisfactory equivalent responsibilities) of the Borrower dated as of the Fifth Amendment Effective Date and certifying as to the matters set forth therein (after giving effect to the transactions contemplated by this Fifth Amendment to occur on the Fifth Amendment Effective Date). (b) Prior to, or substantially concurrently with the funding of the Term B-3 Loans, (1) the Borrower shall have paid or caused to be paid to the Administrative Agent;, for the account of each Replacement Term B-3 Lender and/or Incremental Term B-3 Lender, a fee in the amount separately agreed between the Fifth Amendment Arrangers and the Borrower, as applicable, which amounts may be offset against the proceeds of the Incremental Term B-3 Loans, (2) the Administrative Agent and the Fifth Amendment Arrangers shall have received (i) all fees required to be paid by the Borrower on the Fifth Amendment Effective Date as separately agreed among the Borrower, the Administrative Agent and the applicable Fifth Amendment Arrangers and (ii) all expenses required to be reimbursed by the Borrower under the Existing Credit Agreement in connection with this Fifth Amendment for which invoices have been presented at least three Business Days prior to the Fifth Amendment Effective Date or such later date to which the Borrower may agree (including the reasonable fees and expenses of legal counsel required to be paid), in each case on or before the Fifth Amendment Effective Date, which amounts may be offset against the proceeds of the Incremental Term B-3 Loans, and (3) the Borrower shall have paid (or caused to be paid) to the Administrative Agent the Cash Prepayment Amount in immediately available funds for the ratable accounts of the applicable Existing Term Lenders, which amounts may be offset against the proceeds of the Incremental Term B-3 Loans (and, for the avoidance of doubt, any such amounts offset against the proceeds of the Incremental Term B-3 Loans shall be deemed to have been paid to the Administrative Agent on behalf of the Borrower). (c) The representations and warranties of the Borrower set forth in Article 3 of the Existing Credit Agreement and the representations and warranties of the applicable Loan Parties set forth in the other Loan Documents (including Section 4 above) shall be true and correct in all material respects on and as of the Fifth Amendment Effective Date; provided that (A) in the case of any representation which expressly relates to a given date or period, such representation shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be and (B) if any representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, such representation shall be true and correct in all respects. (d) The Administrative Agent shall have received resolutions all documentation and other information reasonably requested with respect to any Loan Party in writing by the Administrative Agent or any Fifth Amendment Term Lender at least seven (7) Business Days in advance of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Fifth Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers which documentation or other appropriate representatives executing this Amendment on behalf of information is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateUSA PATRIOT Act.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof only when the following conditions shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the “Second date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Tenth Amendment Effective -------------------------- Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:"): ----- (a) the Administrative A. The Agent shall have received this Amendmentfor each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, executed the Company, the Agent and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lenderor notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent), together with all schedules a Pledge Amendment to the Company Pledge Agreement, dated as of June 25, 1997, with respect to the stock of Kaiser Bellwood (the "Pledxx Xxxndment") duly executed on behalf of the ----------------- Company. B. The Agent shall have received: 1. Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company and exhibits hereto the Parent Guarantor approving and acknowledged authorizing the execution, delivery and performance of this Amendment, and, as to the Company, the Pledge Amendment, certified by their respective corporate secretaries or an assistant secretary as being in full force and effect without modification or amendment as of the date of execution hereof by the Administrative Company or the Parent Guarantor, as the case may be. 2. A signature and incumbency certificate of the officers of the Company and the Parent Guarantor executing this Amendment, and, as to the Company, the Pledge Amendment. 3. Copies of the Intercompany Demand Note issued in favor of KFC by Kaiser Bellwood (the "New Xxxxxxompany Demand ------------------------ Note"), in substantially the form of Exhibit O-4 to the Credit ----- ------------ Agreement, with such changes, additions and deletions as the Agent shall approve in its sole and absolute discretion. 4. Copies of the Supplement to Subsidiary Security Agreement, dated as of June 25, 1997, between Kaiser Bellwood and the Agxxx (xhe "Subsidiary Security Supplement") ------------------------------- duly executed on behalf of Kaiser Bellwood and the Agxxx. 5. Copies of the Supplement to Subsidiary Guaranty, dated as of June 25, 1997, by and between Kaiser Bellwood and the Agxxx (xhe "Subsidiary Guaranty Supplement") ------------------------------- duly executed on behalf of Kaiser Bellwood and the Agxxx. 6. Copies of the Supplement to Subsidiary Pledge Agreement, dated as of June 25, 1997, by and between Kaiser Bellwood and the Agxxx (xhe "Subsidiary Pledge Supplement") duly ----------------------------- executed on behalf of Kaiser Bellwood and the Agxxx. 7. Certified copies of the Certificate of Incorporation of Kaiser Bellwood. 8. Copies of the Bylaws of Kaiser Bellwood, certified xx xx the date of delivery to the Agent by its corporate secretary or an assistant secretary or other authorized representative. 9. Resolutions of the Board of Directors of Kaiser Bellwood approving xxx xxthorizing the execution, delivery and performance of the Subsidiary Guaranty Supplement, the Subsidiary Pledge Supplement, the Subsidiary Security Supplement and the New Intercompany Demand Note, certified by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment as of the date of execution thereof by Kaiser Bellwood. 10. A signature and incumbency certificate of the officers of Kaiser Bellwood executing xxx Xxbsidiary Guaranty Supplement, the Subsidiary Pledge Supplement, the Subsidiary Security Supplement and the New Intercompany Demand Note. 11. Duly executed financing statements (Form UCC-1) naming Kaiser Bellwood as the debxxx xxd the Agent as the secured party, or other similar instruments or documents, suitable for filing under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Agent;, desirable to perfect the security interest of the Agent in the Collateral granted pursuant to the Subsidiary Security Agreement to the extent that perfection may be accomplished by filing under the Uniform Commercial Code in any state in the United States or the District of Columbia. 12. Stock certificates evidencing 100% of the issued and outstanding shares of capital stock of Kaiser Bellwood, accompanixx xx undated stock powers duly executed in blank. 13. Copies of a Pledge Amendment to the Subsidiary Pledge Agreement, dated as of June 25, 1997, with respect to the New Intercompany Demand Note (bthe "Subsidiary ----------- Pledge Amendment") duly executed on behalf of KFC. ---------------- 14. Resolutions of the Administrative Board of Directors of KFC approving and authorizing the execution, delivery and performance of the Subsidiary Pledge Amendment, certified by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment as of the date of execution thereof by KFC. 15. A signature and incumbency certificate of the officers or other authorized representative of KFC executing the Subsidiary Pledge Amendment. C. The Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantorsfor each Lender an opinion, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateLender, approving this Amendment and authorizing the execution and delivery hereoffrom Kramer, each Levin, Naftalis & Frankel, in form and substance reasonably satisfactory substxxxx xxtisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as The effectiveness of the date hereof (the “Second Amendment Effective Date”) upon the Agreement is subject to satisfaction (or waiver by the Required Lenders) of the following conditionsconditions precedent on or before December 9, 2005: (a) the Administrative Agent The Borrower shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed deliver to the Administrative Agent and the Lenders and reasonably satisfactory (or to the Administrative AgentAgent for the Lenders with sufficient originally executed copies for each Lender, except for any Notes): (i) This Agreement, duly executed and delivered by the Borrower, the Company, the Administrative Agent and all Lenders; (cii) The Guaranty, duly executed and delivered by the Administrative Agent shall have received Company; (iii) A (x) Revolving Loan Note, duly executed and delivered by the Borrower, drawn to the order of each Revolving Lender requesting a Revolving Loan Note, with appropriate insertions and (y) Term Loan Note, duly executed and delivered by the Borrower, drawn to the order of each Term Loan Lender requesting a Term Loan Note, with appropriate insertions; (iv) Copies of the resolutions of the boards board of directors or other appropriate governing body (or the executive committee of each Loan Party approving and authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which it is a party, certified as of the appropriate committee thereofEffective Date by the secretary or an assistant secretary of such Loan Party; (v) A certificate of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of each Loan Party, certifying the names and true signatures of the Second Amendment officers or directors of such Loan Party authorized to execute and deliver the Loan Documents to which it is a party; (vi) The Organization Documents of each Loan Party as in effect on the Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory certified (to the Administrative Agent; extent applicable) by the secretary of state (d) the Administrative Agent shall have received specimen signatures of officers or such other appropriate representatives executing this Amendment on behalf Governmental Person) of the Borrowers and its state or jurisdiction of its incorporation or formation as of a recent date, in each Facility Guarantorcase, certified by the secretary or assistant secretary of such Borrower or Facility GuarantorLoan Party as of the Effective Date; (evii) the Administrative Agent shall have received any changes A good standing certificate for each Loan Party (or, with respect to the Charter Documents Borrower, a certificate to continue registration) from the secretary of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by state (or such other appropriate Governmental Person) of its secretary state or assistant secretary; (f) the Administrative Agent shall have received certificates issued jurisdiction of incorporation or formation dated as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Persondate; (gviii) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on Executed copies of one or before the Second Amendment Effective Date more favorable written opinions of (i) Deacons, local counsel to the Administrative AgentBorrower and (ii) a Senior Counsel of the Company and Xxxxxx & Xxxxxxx LLP, counsel to the Arrangers Company and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to Borrower, each dated as of the HoldCo Notes Indenture Effective Date, substantially in the form of Exhibit B D hereto relating to this Amendment, the Loan Parties and as to such amendment shall become effective on other matters as the Second Amendment Effective DateAdministrative Agent and the Lenders may reasonably request; and (iix) A certificate signed by one of the officers authorized to deliver an Officers’ Certificate certifying (A) that the conditions specified in Sections 4.01(c) and (d) have been satisfied, (B) that there has been no event or circumstance since the date of the audited financial statements dated December 31, 2004 referred to in Section 5.08 which has a Material Adverse Effect; and (C) the Lead current ratings on the Company’s long-term unsecured Indebtedness by S&P, Xxxxx’x and Fitch. (b) The Borrower shall have entered into an amendment paid all fees payable pursuant to Sections 2.09(b) and (c). (c) The representations and warranties of each Loan Party contained in any Loan Document shall be true, correct and complete in all material respects on and as of the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date. (d) No Default or Event of Default shall exist. (e) Each Loan Party shall have performed in all material respects all agreements which this Agreement provides shall be performed by it on or before the Effective Date.

Conditions to Effectiveness. This First Amendment shall become effective on and as of the date hereof and the obligations of the First Incremental Revolving Credit Lenders and First Additional Term Loan Lenders to provide the First Incremental Revolving Credit Commitments, First Additional Term Loan Commitments and First Additional Term Loans thereunder on the terms set forth herein and in the Credit Agreement, as amended hereby, shall become effective, in each case upon the satisfaction of the conditions precedent set forth below (the date upon which all such conditions precedent under this Section III shall be satisfied is referred to as the “Second First Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) Receipt by the Administrative Agent shall have received of the following: (i) (x) Executed counterparts of this First Amendment, each properly executed by (1) a Responsible Officer of Holdings, the Borrower and delivered by a duly authorized officer of (a) the Lead Borrowerother Subsidiary Guarantors party hereto, (b2) the other Borrowerseach First Incremental Revolving Credit Lender and First Additional Term Loan Lender, (c3) solely in the Facility Guarantors case of the amendments contained in paragraphs 2.3, 2.6, 2.7, 2.9 and (d) 2.10 above, the addition of the definition of “Existing DRC Letters of Credit” contained in paragraph 2.1.A above and the amendment and restatement of the definition of “Letter of Credit” contained in paragraph 2.1.B above, by Lenders constituting the Required Lenders under the Credit Agreement immediately prior to giving effect to this First Amendment, (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b4) the Administrative Agent shall have received and (5) the favorable written opinion with respect to L/C Issuer and (y) executed counterparts of the Amendment executed other Loan Documents (other than this First Amendment) entered into on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second First Amendment Effective Date, approving this Amendment and authorizing each properly executed by a Responsible Officer of the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agentsigning Loan Party; (dii) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf Copies of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Organization Documents of the Borrowers and each Facility Guarantor since the Closing Date, Loan Party certified as to be true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued complete as of a recent date by the Secretaries of State appropriate Governmental Authority of the respective jurisdictions state or other jurisdiction of formation of the Borrowers its incorporation or organization, where applicable, and each Facility Guarantor as to the due existence and good standing certified by a secretary or assistant secretary of such Person, as of the First Amendment Effective Date, to be true and correct as of such date; (giii) Such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent shall have received evidence that all fees may require evidencing the identity, authority and expenses required capacity of each Responsible Officer thereof authorized to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) act as a Responsible Officer in connection with this First Amendment have been paid in fulland the other Loan Documents to which such Loan Party is or will be a party; (hiv) Holdings shall have entered into an amendment Such documents and certifications, as of a recent date, as the Administrative Agent may reasonably require to evidence that each of the HoldCo Notes Indenture substantially in the form of Exhibit B to this AmendmentLoan Parties is duly organized or formed, and such amendment shall become effective on that each of the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment Loan Parties is validly existing, in good standing and qualified to the Senior Notes Indenture substantially engage in the form business in its jurisdiction of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.organization or formation;

Conditions to Effectiveness. This Amendment shall become be deemed effective on and (subject to the conditions herein contained) as of the date hereof (the “Second Amendment Effective Date”) upon the of satisfaction (or waiver by the Required Lenders) of all of the following conditions: (a) the Administrative Agent shall have received this Amendment, counterparts hereof duly executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent, the Issuers and the Required Lenders; (b) the Administrative Agent shall have received for the favorable written opinion with respect to the account of each Lender that has delivered its executed counterpart this Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory on or prior to the Administrative AgentEffective Date, an amendment fee for each such Lender in an amount equal to 100 basis points on such Lender’s Percentage of the Borrowing Base established pursuant to this Agreement; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers received, and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each shall be in form and substance reasonably satisfactory to it and to the Administrative AgentRequired Lenders, copies of the Intercreditor Agreement, the Second Lien Indenture and each of the Second Lien Note Documents certified by the Borrower as being true, correct and complete copies thereof; (d) Borrower shall execute and deliver or cause to be executed and delivered to the Administrative Agent, all agreements, documents, instruments and other writings described in Section 5.1.2 of the First Lien Credit Agreement with respect to such Obligor; provided that any such agreements and other writings previously delivered by Borrower or any other Obligor to the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of may be incorporated by reference into the Borrowers certificate duly executed and each Facility Guarantor, certified delivered by the secretary Borrower’s Secretary or assistant secretary of such Borrower or Facility GuarantorAssistant Secretary hereunder; (e) the Administrative Agent shall have received any changes evidence, satisfactory to it, that (i) the Borrower shall have concurrently received offers to exchange and have exchanged at least $311,000,000 of outstanding PP Notes for Second Lien Notes at an exchange rate of not greater than $0.80 of the principal amount of Second Lien Notes to $1.00 of principal amount of PP Notes, (ii) the Borrower shall have received at least $50,000,000 in cash for additional Second Lien Notes, (iii) $41,000,000 of such proceeds will be used to repay concurrently outstanding Loans under the First Lien Credit Agreement, and (iv) Energy XXI (Bermuda) Limited and its subsidiaries have contributed $126 million of the PP Notes to the Charter Documents of Borrower and that the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary;Borrower has cancelled such PP Notes; and (f) the Administrative Agent Borrower shall have received certificates issued as of a recent date by the Secretaries of State receive 90% of the respective jurisdictions amount of formation any cash proceeds in excess of $50,000,000 paid as purchase price in respect of the Borrowers Private Placement (with the Parent and each Facility Guarantor as its other Subsidiaries entitled to receive the due existence and good standing remaining 10% of cash proceeds of such Person; excess amount) and shall either (gi) use such amount to repay outstanding Loans under the Administrative Agent First Lien Credit Agreement (but any such repayment shall have received evidence not be in or otherwise cause a reduction of the Borrowing Base thereunder) or (ii) deposit such amount into a Deposit Account that all fees and expenses required is subject to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to a Control Agreement in favor of the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become be effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) on which the Administrative Agent shall have signed the Amendment and all of the following conditions precedent have been satisfied (the "Effective Date"): (a) The Administrative Agent shall have received (i) this Amendment, executed and delivered by a duly authorized officer of (a) each of the Lead Borrower, (b) Borrowers party to the other Borrowers, (c) the Facility Guarantors Credit Fourth Amendment and Waiver Agreement and (dii) counterparts of the Required Lenders Consent appended hereto (including, in any event, the "Consent") executed by each Extended Lender), together with all schedules and exhibits hereto and acknowledged by Guarantor for which the Administrative Agent;, in consultation with the Steering Committee, shall have requested such executed counterpart. (b) The Administrative Agent shall have received this Amendment, executed by the Required Lenders, or as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, provided, however, that, Section 2(a) of the Amendment shall become effective only when the Administrative Agent shall have received this Amendment, executed by all of the favorable written opinion Lenders directly affected thereby. (c) The Company shall have paid all accrued fees and expenses of the Administrative Agent in connection with respect this Amendment and the Loan Documents, including but not limited to the Amendment executed on accrued and unpaid fees described in Section 3.2(g) of the Second Amendment Effective Date Credit Agreement and the transactions contemplated hereby fees and expenses of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers (including local counsel in foreign jurisdictions) and the Facility Guarantors, addressed financial advisor to the Administrative Agent and the Lenders and reasonably satisfactory Steering Committee. (d) After giving effect to the Administrative Agent;Amendment, no Default or Event of Default shall have occurred and be continuing, and the representations and warranties contained in each of the Loan Documents shall be correct in all material respects as though made on and as of the Effective Date. (ce) the The Administrative Agent shall have received resolutions a certificate of the boards of directors or other appropriate governing body (or Chief Financial Officer of the appropriate committee thereof) Company confirming satisfaction of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each conditions specified in form and substance reasonably satisfactory to the Administrative Agent;paragraph (c) above. (df) the The Administrative Agent shall have received specimen signatures certified copies of officers or other appropriate representatives executing (i) the resolutions of the Board of Directors of (A) the Company approving this Amendment on behalf of and the Borrowers matters contemplated hereby and thereby and (B) each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Subsidiary Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to for which the Administrative Agent, in consultation with the Arrangers Steering Committee, shall have requested certified copies of such resolutions evidencing approval of this Amendment and the Lenders matters contemplated hereby and thereby and (or their affiliatesii) in connection all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to and the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, matters contemplated hereby and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Datethereby.

Conditions to Effectiveness. This Amendment shall become effective as of December 31, 1998 only when, except as set forth in Sections 4B(10), (11) and (12) below, the following conditions shall have been satisfied and notice thereof shall have been given by the Agent to the Parent Guarantor, the Company and each Lender (the date of satisfaction of such conditions and the giving of such notice being referred to herein as the "Fifteenth Amendment Effective ------------------------------ Date"): ------ A. The Agent shall have received for each Lender counterparts hereof duly executed on behalf of the Parent Guarantor, the Company, the Agent and the Required Lenders (or notice of the approval of this Amendment by the Required Lenders satisfactory to the Agent shall have been received by the Agent). B. The Agent shall have received: (1) Resolutions of the Board of Directors or of the Executive Committee of the Board of Directors of the Company and the Parent Guarantor approving and authorizing the execution, delivery and performance of this Amendment, and, as to the Company, a Pledge Amendment to the Company Pledge Agreement, dated as of February 23, 1999, with respect to the stock of Kaiser Transaction (the "Pledge Amendment"), certified by their ----------------- respective corporate secretaries or assistant secretaries as being in full force and effect without modification or amendment as of the date of execution hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required LendersCompany or the Parent Guarantor, as the case may be; (2) A signature and incumbency certificate of the following conditions: (a) officers of the Administrative Agent shall have received Company and the Parent Guarantor executing this Amendment, and, as to the Company, the Pledge Amendment; (3) Copies of the Supplement to Subsidiary Security Agreement, dated as of February 23, 1999, by and between Kaiser Transaction and the Agent (the "Subsidiary Security ------------------- Supplement") duly executed on behalf of Kaiser Transaction and delivered by a duly authorized officer of (a) ---------- the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b4) Copies of the Administrative Agent shall have received the favorable written opinion with respect Supplement to the Amendment executed on the Second Amendment Effective Date Subsidiary Guaranty, dated as of February 23, 1999, by and between Kaiser Transaction and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to Agent (the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c"Subsidiary Guaranty Supplement") the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment ------------------------------ duly executed on behalf of Kaiser Transaction and the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; Agent; (e5) the Administrative Agent shall have received any changes to the Charter Documents Copies of the Borrowers and each Facility Guarantor since the Closing DateSupplement to Subsidiary Pledge Agreement, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued dated as of a recent date February 23, 1999, by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers between Kaiser Transaction and the Lenders Agent (or their affiliatesthe "Subsidiary Pledge Supplement") in connection with this Amendment have been paid in full---------------------------- duly executed on behalf of Kaiser Transaction and the Agent; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (such date, the “Second Amendment No. 1 Effective Date”) upon the satisfaction (or waiver by the Required Lenders) each of the following conditions:conditions shall have been satisfied (or waived): (a) The Agent’s receipt of the Administrative Agent following, each of which shall have received be originals or facsimiles or electronic copies unless otherwise specified: (1) counterparts of this AmendmentAmendment executed by each Borrower, each other Loan Party, the Agent, each Additional Term B-1 Lender and each Incremental Term B-1 Lender; and (2) a Note executed and delivered by a duly authorized officer Responsible Officer of each of the Borrowers in favor of each Lender requesting a Note at least three (a3) Business Days prior to the Lead BorrowerAmendment No. 1 Effective Date, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;if any. (b) The Agent’s receipt of the Administrative Agent following, each of which shall have received the be originals or facsimiles or electronic copies unless otherwise specified: (1) favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby opinions of (i) Xxxxxxxx & Xxxxx Xxxxxxxx LLP, as special New York counsel to for Parent, the Borrowers and the Facility GuarantorsGuarantors and (ii) Xxxxxxxxxxx Xxxxxxxxx, PLLC, as special Michigan counsel for the Loan Parties (including the Lead Borrower) organized under the laws of Michigan, in each case (A) dated the Amendment No. 1 Effective Date, (B) addressed to the Administrative Agent and the Lenders on the Amendment No. 1 Effective Date and reasonably satisfactory to the Administrative Agent; (cC) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative AgentAgent covering customary matters relating to the Amendment and the other Loan Documents executed as of the Amendment No. 1 Effective Date; (d2) a certificate (or certificates) of the Administrative Agent shall have received specimen signatures of officers Secretary or Assistant Secretary, statutory director, management board members or similar or other appropriate representatives executing this authorized officer of each Loan Party (other than the English Loan Parties, the Jersey Loan Parties, the Swedish Loan Parties, the Belgian Loan Parties, the Irish Loan Parties, the Polish Loan Parties, the Spanish Loan Parties and the Mexican Loan Parties), dated the Amendment on behalf No. 1 Effective Date and certifying, to the extent applicable: (i) that attached thereto is a true and complete copy of the Borrowers certificate or articles of incorporation, any certificates of incorporation on change of name, certificates of incorporation on re-registration as a public limited company, certificate of limited partnership, certificate of formation or other equivalent constituent or constitutional and each Facility Guarantorgoverning documents, certified by the secretary or assistant secretary including all amendments thereto, of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, Loan Party certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries applicable Secretary of State (or other similar official or Governmental Authority) of the respective jurisdictions jurisdiction of formation its organization or incorporation or by the Secretary or Assistant Secretary, statutory director, management board members or similar or other authorized officer of such Loan Party or by a notary public or other person duly authorized by the constituent or constitutional documents of such Loan Party. In relation to each Luxembourg Loan Party the above shall include (i) an excerpt issued by the RCS dated no earlier than 1 Business Day prior to the Amendment No. 1 Effective Date and (ii) a certificate issued by the RCS dated no earlier than 1 Business Day prior to the Amendment No. 1 Effective Date stating that no judicial decision pursuant to which it would be subject to one of the Borrowers judicial proceedings including, but not limited to, bankruptcy (faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée) or composition with creditors (concordat préventif de la faillite), has been registered with the RCS by application of article 13, items 2 to 12 and each Facility article 14 of the Luxembourg law of 19 December 2002 on the Register of Commerce and Companies and on the accounting and annual accounts of undertakings, as amended; (ii) that in the case of the Lead Borrower and any Guarantor that is a U.S. Subsidiary, attached thereto is a true and complete copy of a certificate as to the due existence and good standing (or similar certification) of the Lead Borrower or such Guarantor, as applicable (to the extent that such concept exists in such jurisdiction), as of a recent date from the applicable Secretary of State (or other similar official or Governmental Authority); (iii) that attached thereto is a true and complete copy of the by-laws (or articles of association, articles of incorporation, partnership agreement, limited liability company agreement or other equivalent constituent or constitutional and governing documents, if any) of such PersonLoan Party as in effect on the Amendment No. 1 Effective Date and at all times since a date prior to the date of the resolutions described in the following clause (iv); (iv) that attached thereto is a true and complete copy of resolutions or meeting minutes (or certificates thereof) duly adopted by the shareholders, members, general partner or Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of each of the Loan Documents to which such person is a party on the Amendment No. 1 Effective Date and that such resolutions or meeting minutes have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 1 Effective Date; (v) to the extent not covered in (i), (iii) or (iv) above, that attached thereto is a true and complete copy of any powers-of-attorney granted by such Loan Party to the individuals executing each of the Loan Documents to which such person is a party on the Amendment No. 1 Effective Date and that such powers-of-attorney have not been limited, revoked or amended and are in full force and effect on the Amendment No. 1 Effective Date; (vi) as to the incumbency and specimen signature of each officer or authorized signatory executing this Amendment or any other Loan Document delivered in connection herewith on the Amendment No. 1 Effective Date on behalf of such Loan Party; and (vii) in the case of each Luxembourg Loan Party and each Irish Loan Party, confirming that (a) borrowing or guaranteeing or securing, as appropriate, the entry into the Loan Documents and the performance of its obligations thereunder would not cause any borrowing, guarantee, security or similar limit binding on any Loan Party to be exceeded, and (b) each copy document relating to it specified in this Section 4 (Conditions to Effectiveness) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement; and in relation to each Luxembourg Loan Party, confirming that (a) it rents the premises of its registered office located at 00X, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg and (b) it is not subject to bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), or similar proceedings; the relevant company has not been subject to conservatory measures such as attachment order (saisie conservatoire) or garnishment (saisie attribution or saisie arrêt) and no application, petition, order or resolution has been made, or taken by the relevant company or to its knowledge by any other person for the appointment of a commissaire, curateur, liquidateur or similar officer for its administration, winding-up or similar proceedings. (c) The Borrowers shall have paid (or caused to be paid) to the Agent, for the ratable account of each Lender immediately prior to the Amendment No. 1 Effective Date, substantially concurrently with the making of the Term B-1 Loans, all accrued and unpaid interest on the Existing Term Loans to, but not including, the Amendment No. 1 Effective Date. (d) All fees and expenses due to the Agent, the Amendment No. 1 Arranger and the Lenders (including, without limitation, pursuant to Section 6 hereof and any fees required to be paid to them by the Borrower as mutually agreed prior to the Amendment No. 1 Effective Date) required to be paid on the Amendment No. 1 Effective Date shall have been paid, in each case in respect of expenses, to the extent invoiced in reasonable detail prior to the date that is three (3) Business Days (or such lesser period as may be reasonably acceptable to the Lead Borrower) prior to the date hereof. (e) Immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or would result from the Amendment and related Credit Event or from the application of the proceeds therefrom. (f) Immediately before and immediately after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in (i) Article III of the Credit Agreement or (ii) any other Loan Document in effect on the Amendment No. 1 Effective Date, in each case, shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date; provided, that to the extent such representations and warranties specifically relate to an earlier date, such representations and warranties 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. (g) the Administrative The Agent shall have received evidence that all fees a certificate of a Responsible Officer of the Parent certifying compliance with the conditions in clauses (e) and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers (f) above. (h) The Agent and the Lenders (or their affiliatesas requested through the Agent) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment received at least three (3) Business Days prior to the HoldCo Notes Indenture substantially in Amendment Effective No. 1 Date (i) all documentation and other information required with respect to the form of Exhibit B to this AmendmentBorrowers by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, and such amendment shall become effective on (ii) a Beneficial Ownership Certification in relation to any Loan Party that qualifies as a “legal entity customer” under the Second Beneficial Ownership Regulation, in each case, to the extent requested in writing at least ten (10) Business Days prior to the Amendment Effective No. 1 Date; and. (i) the Lead Borrower The Agent shall have entered into an amendment received a Borrowing Request in respect of the Term B-1 Loans (including the Incremental Term B-1 Loans) not later than 12:00 noon, New York City time, at least three (3) Business Days prior to the Senior Notes Indenture date of the proposed Credit Event (or such later time on such date as may be agreed by the Agent). (j) The Agent shall have received a notice of prepayment of the Existing Term Loans pursuant to Section 2.18 of the Credit Agreement. (k) The Agent shall have received a solvency certificate dated as of the Amendment No. 1 Effective Date in substantially in the form of Exhibit C to this Amendmentthe Credit Agreement from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent certifying as to the matters set forth therein. (l) With respect to each improved Mortgaged Property, and such amendment shall become effective a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any improvements located on any Mortgaged Property is designated a “special flood hazard area” by the Second Amendment Effective DateFederal Emergency Management Agency (or any successor agency), evidence of flood insurance satisfying the requirements of Section 5.02 of the Credit Agreement.

Conditions to Effectiveness. This Amendment shall become --------------------------- effective on (the actual date of such effectiveness, the "Seventh Amendment ----------------- Effective Date") as of the date first above written when: -------------- (a) This Amendment shall have been duly executed and delivered by each of the parties hereto. (b) An initial Daily Borrowing Base Certificate, dated the Seventh Amendment Effective Date, shall have been duly executed and delivered by the Company. (c) A certificate of the chief financial officer of the Company, dated the Seventh Amendment Effective Date, in the form of Exhibit I hereto --------- shall have been duly executed and delivered by the Company. (d) The Acknowledgment and Consent dated as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) Company and Pameco Investment Company, Inc. shall have been duly executed and delivered by each of the following conditions:parties thereto. (ae) the Administrative The Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions certificate of the boards Secretary or an Assistant Secretary of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary Loan Party, dated as of the Second Seventh Amendment Effective Date, approving this Amendment and authorizing certifying (i) that attached thereto is a true and complete copy of the execution and delivery hereof, each resolutions (which resolutions are in form and substance reasonably satisfactory to each Lender) of the Administrative Agent;board of directors of such Loan Party authorizing, as applicable, the execution, delivery and performance of this Amendment, the Acknowledgment and Consent attached hereto and related matters, certified by the Secretary or an Assistant Secretary of such Loan Party as of the Seventh Amendment Effective Date and (ii) as to the incumbency and specimen signature of such Loan Party's officers executing this Amendment and all other documents required or necessary to be delivered hereunder or in connection herewith. Such certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate. (df) the Administrative The Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf true and complete copies of the Borrowers certificate of incorporation and by-laws of each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing DateLoan Party, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Seventh Amendment Effective Date to as complete and correct copies thereof by the Administrative Agent, the Arrangers and the Lenders (Secretary or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form Assistant Secretary of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateLoan Party.

Conditions to Effectiveness. This Amendment Increase Joinder shall become effective on and as of the date hereof (the “Second Amendment Increase Joinder Effective Date”) upon the satisfaction (or waiver by the Required Lenders) on which each of the following conditionsconditions is satisfied or waived: (a) the The Administrative Agent shall have received from each Incremental Term Loan Lender either (i) a counterpart of this Amendment, executed and delivered by a duly authorized officer Increase Joinder signed on behalf of such party or (aii) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by written evidence satisfactory to the Administrative AgentAgent (which may include telecopy transmission or “.PDF” of a signed signature page of this Increase Joinder) that such party has signed a counterpart of this Increase Joinder; (b) Each Incremental Term Loan Lender or the Administrative Agent on its behalf shall have received, if requested, one or more Notes payable to the order of such Lender duly executed by the U.S. Borrower in substantially the form of Exhibit E-3 to the Credit Agreement, evidencing its Incremental Term Loans; (c) The Administrative Agent shall have received an Officer’s Certificate, dated the favorable written opinion with respect Increase Joinder Effective Date and signed on behalf of the U.S. Borrower by a Financial Officer of the U.S. Borrower, substantially in the form of Exhibit F to the Amendment executed on Credit Agreement, confirming compliance with the Second Amendment Effective Date conditions precedent set forth in Sections 2.21(b) of the Credit Agreement; (d) The U.S. Borrower shall have paid (i) to the Administrative Agent, all reasonable out-of-pocket costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP, counsel for the Agents) of the Administrative Agent and (ii) to Mxxxxxx Lxxxx Capital Corporation, the underwriting fee set forth in the Fee Letter dated as of March 19, 2007 among the U.S. Borrower, Mxxxxxx Lxxxx Capital Corporation and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated; (e) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Increase Joinder and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel and any other legal matters relating to the Borrowers Loan Parties, this Increase Joinder or the transactions contemplated hereby, all in form and the Facility Guarantors, addressed substance reasonably satisfactory to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agentits counsel; (cf) the The Administrative Agent shall have received resolutions received, on behalf of itself, the boards of directors or other appropriate governing body (or of Agents and the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateLenders, approving this Amendment and authorizing the execution and delivery hereofa favorable written opinion, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures , from each of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility GuarantorMcGuireWoods LLP, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes counsel to the Charter Documents of the Borrowers U.S. Borrower and each Facility Guarantor since the Closing DateAlessandri & Compañìa, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as Chilean counsel to the due existence U.S. Borrower, any Permitted Joint Venture Holdcos and good standing of such PersonPermitted Joint Venture Acquisition Sub; (g) At the time of and after giving effect to the Increase Joinder, no Default or Event of Default has occurred and is continuing; (h) The U.S. Collateral Agent shall have received (x) a pledge agreement executed by U.S. Borrower in favor of the U.S. Collateral Agent governed by the laws of the Republic of Chile, pledging 65% of the Equity Interests in the Permitted Joint Venture Holdco owned by U.S. Borrower in form and substance reasonably satisfactory to the U.S. Collateral Agent to secure the Obligations and (y) a pledge agreement executed by U.S. Borrower in favor of the European Collateral Agent governed by the laws of the Republic of Chile, pledging 34% of the Equity Interests in the Permitted Joint Venture Holdco owned by U.S. Borrower to secure the European Obligations, in form and substance reasonably satisfactory to the European Collateral Agent (it being understood that satisfaction of this condition shall satisfy the obligations set forth in Section 5.10(c) of the Credit Agreement with regard to the Permitted Joint Venture Acquisition); (i) The Administrative Agent shall have received evidence that all fees the U.S. Borrower shall have given notice to the PBGC of the entering into of the Incremental Facility in accordance with the terms of the PBGC Agreement and expenses required shall have received confirmation from the PBGC as to the correct amount of the Unfunded Pension Liability under the Plans to be paid pursuant to Sections 6 and 7 hereof by secured under the Lead Borrower on or before Loan Documents. To the Second Amendment Effective Date to extent the Administrative Agentamount of such Unfunded Pension Liability is different that what is currently stated in the Loan Documents, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment Loan Documents shall have been paid in full; (h) Holdings shall have entered into an amendment amended to reflect the HoldCo Notes Indenture substantially in the form new amount of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateUnfunded Pension Liability; and (ij) the Lead Borrower The Administrative Agent shall have entered into an amendment received at least 2 days prior to the Senior Notes Indenture substantially in Increase Joinder Effective Date written notice from the form of Exhibit C U.S. Borrower setting forth the date on which the U.S. Borrower requests the Incremental Term Loan Commitment to this Amendment, and such amendment shall become effective on the Second Amendment Effective Datetake effect.

Conditions to Effectiveness. This Amendment shall become effective The (x) Initial Term G Lender agrees to make its Term G Loans to the Borrower in an aggregate principal amount equal to its Term G Loan Commitment and (y) Initial Term H Lender agrees to make its Term H Loans to the Borrower in an aggregate principal amount equal to its Term H Loan Commitment, in each case on and as of the date hereof (the “Second Amendment "Effective Date”") upon the satisfaction (or waiver by the Required Lenders) of on which the following conditionsconditions shall have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from each party hereto including at least the Required Lenders prior to giving effect to this Agreement either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received this Amendmentreceived, executed on behalf of itself and delivered by the Lenders, a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & (i) Xxxxx Xxxx LLP, special counsel to for the Borrowers Loan Parties, (ii) Xxxxx Xxxxxx, in-house counsel for the Loan Parties, (iii) Xxxxxx XxxXxxx, Utah counsel for certain of the Loan Parties, (iv) Xxxxxxxx, Xxxxxx & Finger, P.A., Delaware counsel for certain of the Loan Parties, (v) Faegre Xxxxx Xxxxxxx, LLP, Minnesota counsel for certain of the Loan Parties, (vi) Xxxx Xxxx & Xxxxxxx, New Jersey counsel for certain of the Loan Parties, (vii) Xxxxxxx & Xxxx, S.C., Wisconsin counsel for certain of the Loan Parties, (viii) Xxxxxxx LLP, Maryland counsel for certain of the Loan Parties, and (ix) Xxxxxx Xxxxx Xxxxx & Xxxxx, Virginia counsel for certain of the Facility GuarantorsLoan Parties, in each case, each (A) dated the Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) customary in form and substance for transactions of the type contemplated hereby and reasonably satisfactory to the Administrative Agent;Agent and covering such matters as are customary for transactions of the type contemplated hereby and consistent with the opinions delivered in connection with the Prior Incremental Assumption Agreements (to the extent applicable). (c) the The Administrative Agent shall have received resolutions in the case of each Loan Party each of the boards items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of directors the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified by the Secretary of State (or other appropriate governing body (or of the appropriate committee thereofsimilar official) of the Borrowers jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Facility Guarantor such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by its secretary the Secretary or assistant secretary as Assistant Secretary of each such Loan Party; (ii) a certificate of the Second Amendment Secretary or Assistant Secretary or similar officer of each Loan Party dated the Effective Date and certifying that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Effective Date and at all times since the date of the resolutions described in clause (A) below, (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Agreement and, in the case of the Borrower, the borrowing of Term G Loans and Term H Loans, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date, (B) that the certificate or articles of incorporation, approving this Amendment and authorizing certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the execution and delivery hereof, each in form and substance reasonably satisfactory date of the last amendment thereto disclosed pursuant to clause (i) above, (C) as to the Administrative Agentincumbency and specimen signature of each officer executing this Agreement or any other document delivered in connection herewith on behalf of such Loan Party, and (D) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) certification of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate delivered pursuant to Section 5(c)(ii); and (iv) a certificate of a Responsible Officer of the Borrower as to satisfaction of the condition set forth in Section 5(g) hereof. (d) The Administrative Agent, the Amendment Lead Arrangers, the Initial Term G Lender and the Initial Term H Lender shall have received all fees due and payable thereto on or prior to the Effective Date and, to the extent invoiced at least three Business Days prior to the Effective Date, all other amounts due and payable (whether pursuant to the Loan Documents, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP and local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (e) The Amendment Lead Arrangers shall have received, at least three Business Days prior to the Effective Date, all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, to the extent requested in writing at least 10 days prior to the Effective Date. (f) Substantially concurrently with the making by the Initial Term G Lender of its Term G Loans to the Borrower on the Effective Date, all of the principal, interest, fees and other amounts due and payable in respect of the Term E Loans under the Credit Agreement shall have been paid by the Borrower and (ii) substantially concurrently with the making by the Initial Term H Lender of its Term H Loans to the Borrower on the Effective Date, all of the principal, interest, fees and other amounts due and payable in respect of the Term F Loans under the Credit Agreement shall have been paid by the Borrower; provided that, in each case, the notice requirement under Sections 2.10(d) and 2.11 of the Credit Agreement is hereby waived. (g) The representations and warranties set forth in Article III of the Credit Agreement shall be true and correct in all material respects as of the Effective Date, in each case, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and immediately after giving effect to the Borrowing of the Term G Loans and the Term H Loans, no Event of Default or Default shall have occurred and be continuing or would result therefrom. (h) The Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf a Borrowing Request as required by Section 2.03 of the Borrowers and each Facility Guarantor, certified by Credit Agreement; provided that the secretary or assistant secretary notice requirement under Section 2.03 of such Borrower or Facility Guarantor;the Credit Agreement is hereby waived. (ei) the The Administrative Agent shall have received any changes a certificate from the chief financial officer of the Borrower in the form attached as Annex C hereto certifying that the Borrower and its subsidiaries, on a consolidated basis after giving effect to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Datetransactions contemplated hereby, certified as true and correct by its secretary or assistant secretary;are solvent. (fj) the The Administrative Agent shall have received certificates issued as of a recent date "Life-of-Loan" flood hazard determination notice for each real property encumbered by a Mortgage, and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Secretaries Borrower and the applicable Loan Party and (y) certificates of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of flood insurance evidencing any such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses insurance required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateCredit Agreement.

Conditions to Effectiveness. This Amendment (1) The amendments set forth in Section 1.2 shall become effective on and as of the date hereof (such date, if any, the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of that the following conditionsconditions have been satisfied: (a) the Administrative Agent shall have received this Amendment, executed from the Loan Parties and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) Lenders constituting the Required Lenders either (including, i) a counterpart of this Amendment signed on behalf of such party (or a consent to this Amendment in any event, each Extended Lenderthe form of Exhibit A hereto (a “Consent Form”), together with all schedules and exhibits hereto and acknowledged by ) or (ii) written evidence satisfactory to the Administrative AgentAgent (which may include telecopy or electronic transmission (e.g. “pdf”) of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment or a Consent Form; (b) the Administrative Agent Agent, the Arranger (as defined in the Engagement Letter referred to below) and the Lenders shall have received all fees and expenses required to be paid or delivered by the favorable written opinion with respect Borrower to them on or prior to the Amendment executed on Effective Date, including the Second Amendment Effective Date (i) Consent Fee and (ii) Arrangement Fee (as defined in and payable pursuant to the Engagement Letter, dated as of September 18, 2020, among the Borrower and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentArranger (as defined therein)); (c) the Administrative Agent shall have received resolutions an amount from the Borrower in cash, which amount shall be applied on the Effective Date to prepay 10.05% of the boards of directors or other appropriate governing body Term Loans held by each Lender that has not submitted a Consent Form prior to the Consent Deadline indicating its election to decline such prepayment (or of the appropriate committee thereof“Fifth Amendment Effective Date Prepayment”), which such Fifth Amendment Effective Date Prepayment shall be deemed a voluntary prepayment pursuant to Section 3.4(a) of the Borrowers Amended Credit Agreement and each Facility Guarantor certified applied to the quarterly installments of principal required by its secretary or assistant secretary as Section 2.2(b) of the Second Amendment Effective DateAmended Credit Agreement in the direct order of maturity beginning with the payment due on September 30, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;2020; and (d) the Administrative Agent shall have received specimen signatures a certificate of officers or other appropriate representatives executing this Amendment on behalf a Responsible Officer of the Borrowers and each Facility GuarantorBorrower dated as of the Effective Date, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes certifying that after giving effect to the Charter Documents amendments set forth in this Amendment, (i) no Default or Event of Default exists and is continuing or has resulted therefrom and (ii) all representations and warranties contained in Section 4 of the Borrowers Amended Agreement and each Facility Guarantor since in the Closing Date, certified as other Loan Documents are true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued in all material respects on and as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as Effective Date, except to the due existence extent that such representations and good standing warranties specifically refer to an earlier date, in which case they were true and correct in all material respects as of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Dateearlier date.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon is subject to the satisfaction (or waiver by the Required Lenders) of the following conditionsconditions precedent: (a) the Administrative Agent The Lenders shall have received (i) this Amendment, duly executed by the Borrower and delivered by a duly authorized officer of (a) the Lead Borrowerall Lenders, (bii) the other Borrowersnew Advance Term Notes, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary dated as of the Second Amendment Effective Date, approving this Amendment and authorizing Date but otherwise substantially in the execution and delivery hereof, each in form and substance reasonably satisfactory of Exhibit A to the Administrative Agent; Credit Agreement, executed by the Borrower in favor of each Lender reflecting the Advance Term Loan Commitments as amended herein (dthe "New Advance Term Notes"), (iii) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf new Revolving Credit Notes, dated as of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture but otherwise substantially in the form of Exhibit B to the Credit Agreement, executed by the Borrower in favor of each Lender reflecting the Revolving Credit Commitments as amended herein (the "New Revolving Credit Notes"), (iv) a certificate of the Secretary of the Borrower acknowledging (A) that the Borrower's Board of Directors has adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by such Borrower of this Amendment, the New Advance Term Notes, the New Revolving Credit Notes and all other Credit Documents to which the Borrower is or is to be a party as a result of this Amendment, and (B) the names of the officers of the Borrower authorized to sign this Amendment, the New Advance Term Notes, the New Revolving Credit Notes, and each of the other Credit Documents to which the Borrower is or is to be a party as a result of this Amendment (including the certificates contemplated herein) together with specimen signatures of such officers, and (v) such additional documents, instruments and information as the Lenders may reasonably request; (b) Each of the Lenders listed below shall have received, in consideration of this Amendment, an amendment fee (the "Amendment Fee") equal to the amount corresponding to such Lender's name below: Lender Amendment Fee ------ ------------- Wellx Xxxgo Bank (Texas), National Association $24,000.00 Chase Bank of Texas, National Association $17,318.18 Paribas $11,193.18 First Union National Bank $29,193.18 Bank of America, N.A. $29,193.18 National City Bank $12,500.00 (c) Confirmations of the existing Guaranty Agreements from each Guarantor; (d) A legal opinion from counsel to the Borrower covering such matters as the Agent may reasonably request; (e) The representations and warranties contained herein and in the Credit Agreement and the Credit Documents, as each is amended hereby, shall become effective be true and correct in all material respects as of the date hereof, as if made on the Second Amendment Effective Datedate hereof (except insofar as such representations and warranties relate expressly to an earlier date or a date modified hereby); (f) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and (ig) All corporate proceedings taken in connection with the Lead Borrower transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall have entered into an amendment be satisfactory to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, Lenders and such amendment shall become effective on the Second Amendment Effective Datetheir legal counsel.

Conditions to Effectiveness. (a) This Amendment Agreement shall become effective on and as of the first date hereof (the “Second Amendment Effective Date”) upon the satisfaction (on or waiver by the Required Lenders) after May 9, 2013, when, and only when, each of the following conditionsconditions have been satisfied (or waived) in accordance with the terms therein: (ai) this Agreement shall have been executed and delivered by the Borrower, the other Credit Parties and the Administrative Agent; (ii) the Administrative Agent shall have received this Amendment, fully executed and delivered by a duly authorized officer Tranche B-1 Participation Notices from Participating Lenders representing 100% of (a) the Lead Borrower, (b) aggregate outstanding principal amount of the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative AgentExisting Loans; (biii) the Administrative Agent shall have received a certificate of each Credit Party dated as of the favorable written opinion with respect Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar consents adopted by such Credit Party approving or consenting to the Amendment executed on Tranche B-1 Loans, (B) certifying that the Second Amendment Effective certificate or articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either (x) have not been amended since the Closing Date or (y) are attached as an exhibit to such certificate, and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel (C) certifying as to the Borrowers incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such Credit Party and (ii) in the Facility Guarantorscase of the Borrower, addressed certifying as to the Administrative Agent matters set forth in clauses (vi), (vii) and the Lenders and reasonably satisfactory to the Administrative Agent(viii) below; (civ) (A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding immediately prior to effectiveness of this Agreement shall have been paid; (v) the Administrative Agent shall have received resolutions an opinion of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateXxxxx Lovells US LLP, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (dvi) both immediately before and after giving effect to the Effective Date and the incurrence of the Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date); (vii) the representations and warranties in Section 5 of this Agreement shall be true and correct in all material respects as of the Effective Date; (viii) no Default or Event of Default shall exist on the Effective Date before or after giving effect to the effectiveness hereof and the incurrence of the Tranche B-1 Loans; (ix) The Administrative Agent shall have received specimen signatures of officers a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Real Property Collateral (together with, to the extent applicable, a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Credit Party relating thereto). (x) The Lenders shall have received on or prior to the Effective Date, all documentation and other appropriate representatives executing this Amendment on behalf information reasonably requested by them in writing at least three (3) Business Days prior to the Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (b) On the Effective Date, upon the satisfaction of the Borrowers conditions set forth in Section 4(a) hereof, the outstanding amount of Initial Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) shall be deemed to be exchanged for an equal outstanding amount of Tranche B-1 Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative Agent. (c) On or prior to the Effective Date, the Lenders (including Existing Lenders and the Fronting Banks, if applicable) shall sell and purchase Initial Loans, and make and receive payments, in immediately available funds, among themselves (and the Fronting Banks, if applicable), as directed by the Lead Arranger, in order to permit the exercise of Section 13.7 of the Credit Agreement. All such sales and purchases shall be deemed to have been made in compliance with Section 13.6 and Section 13.7 of the Credit Agreement and are hereby ratified and confirmed. The purchases and sales described in this Section 4(c) shall be effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative Agent. (d) To the extent there exists any Reallocated Loans, promptly following the Effective Date (but not later than 30 days following the Effective Date), each New Lender and each Facility Guarantor, certified Converting Lender purchasing additional Tranche B-1 Loans shall purchase Reallocated Loans from the Fronting Banks as directed by the secretary or assistant secretary Lead Arranger in accordance with such Participating Lender’s Tranche B-1 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by the Fronting Banks, purchases and sales of such Borrower or Facility Guarantor;Reallocated Loans shall be made on a ratable basis among the Fronting Banks. (e) To the Administrative Agent extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall have received any changes be replaced (and the Initial Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 4(e) and Section 4.1(c) cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (other than a Converting Lender (except to the Charter Documents extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans in Dollars on the Effective Date in accordance with its Tranche B-1 Participation Notice (or such lesser amount as the Lead Arranger may allocate and/or as such Participating Lender may specify in its Tranche B-1 Commitment). Such funding of Tranche B-1 Loans shall be deemed, automatically and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower of Tranche B-1 Loans pursuant to Section 2.1(a) of the Borrowers Credit Agreement and each Facility Guarantor since (B) prepayment of Initial Loans of Non-Participating Lenders pursuant to Section 5.1 of the Closing DateCredit Agreement, certified as true and correct by its secretary or assistant secretary;such Participating Lenders shall be Tranche B-1 Lenders, and such advance shall constitute a borrowing of Tranche B-1 Loans, for all purposes of the Credit Agreement and the other Credit Documents. (f) the Administrative Agent shall have received certificates issued as Any prepayment of a recent date Initial Loans made by the Secretaries Borrower on the Effective Date but prior to effectiveness of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to this Agreement may be paid pursuant to Sections 6 and 7 hereof by applied, in the Lead Borrower on or before Arranger’s discretion, first, to prepay Initial Loans of Non-Participating Lenders in such manner as the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings Lead Arranger shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendmentdirect, and second, to prepay Initial Loans of Participating Lenders on a pro rata basis (or, with respect to any Participating Lender, such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and lesser amount as such amendment shall become effective on the Second Amendment Effective DateParticipating Lender may agree).

Conditions to Effectiveness. This Amendment Agreement and the Incremental Term Commitments shall become effective on the date and at the time (the “Incremental Effective Date”) on which each of the following conditions is first satisfied: (a) The Administrative Agent shall have executed this Agreement and shall have received from the Borrower and each Incremental Term Lender (i) a counterpart of this Agreement signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement. (b) The conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the date hereof (the “Second Amendment Incremental Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) , and the Administrative Agent shall have received this Amendmenta certificate, executed dated the Incremental Effective Date and delivered signed by a duly authorized officer Financial Officer of the Borrower, confirming compliance with (ai) such conditions and (ii) the Lead Borrowerrepresentations and warranties contained in Section 2 above, (btogether with reasonably detailed calculations demonstrating compliance with Section 2(e) the other Borrowers, above. (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the The Administrative Agent shall have received the a favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, (addressed to the Administrative Agent Agent, the Lenders (including the Incremental Term Lenders) and the Lenders Issuing Banks and reasonably satisfactory to dated the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereofIncremental Effective Date) of each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Borrowers Borrower, (ii) local counsel for the Borrower in each jurisdiction in which any Loan Party is organized, and the laws of which are not covered by the opinion letter referred to in clause (i) above, and (iii) Xxxxxx Xxxxxxxxx, internal counsel for the Borrower, in each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each case in form and substance reasonably satisfactory to the Administrative Agent;. (d) The Administrative Agent shall have received such board resolutions, secretary’s certificates, officer’s certificates and other documents as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (e) On the Incremental Effective Date, the Collateral and Guarantee Requirement, after giving effect to the First Amendment dated as of December 4, 2013 to the Credit Agreement, shall have been satisfied and the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf a completed Perfection Certificate dated the Incremental Effective Date and signed by a Financial Officer of the Borrowers Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and each Facility Guarantor, certified the Designated Subsidiaries in the jurisdictions contemplated by the secretary Perfection Certificate, delivered prior to the Incremental Effective Date, and copies of the financing statements (or assistant secretary 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 by Section 6.02 of such Borrower the Credit Agreement or Facility Guarantor;have been or will contemporaneously with the initial funding of Incremental Term Loans on the Incremental Effective Date be released. (ef) The Borrower shall have notified the Administrative Agent of a request to borrow the Incremental Term Loans by telephone (a) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the Incremental Effective Date (or, such shorter period of time as may be agreed to by the Administrative Agent) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the Incremental Effective Date, in each case in accordance with Section 2.03 of the Credit Agreement. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request. (g) The Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Datea certificate, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B H to the Credit Agreement, from the chief financial officer of the Borrower confirming the solvency of the Borrower and its subsidiaries on a consolidated basis on the Incremental Effective Date after giving effect to the transactions to be effected on the Incremental Effective Date. (h) The Administrative Agent shall have received a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each Loan Party, pursuant to which each Loan Party shall acknowledge that the Security Documents to which it is a party will remain in full force and effect, after giving effect to this AmendmentAgreement and the transactions contemplated hereby, in accordance with their terms and such amendment shall become effective on will continue to apply in respect of the Second Amendment Effective Date; andCredit Agreement and that the Obligations guaranteed or secured thereunder include (except with respect to Foreign Pledge Agreements subject to Section 6 below) all obligations created by this Agreement. (i) The acquisition by the Lead Borrower of Digital Insight Corporation (the “Acquisition”) shall have entered into been consummated, or substantially simultaneously with occurrence of the Incremental Amendment Effective Date and the Borrowing of the Incremental Term Loans shall be consummated, in accordance with the Agreement and Plan of Merger dated as of December 2, 2013, by and among Fandango Holdings Corporation, a Delaware corporation, the Borrower, Delivery Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Borrower, and the Stockholder Representative named therein (together with all schedules, exhibits and other attachments thereto, the “Acquisition Agreement”) (and no provision of the Acquisition Agreement shall have been waived, amended, supplemented or otherwise modified in a manner materially adverse to the Incremental Term Lenders without the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned)) (it being understood that (i) any decrease in the Acquisition consideration shall not be materially adverse to the interests of the Incremental Term Lenders so long as such decrease is allocated to reduce the senior unsecured bridge loan facility provided by banks and other financial institutions to the Borrower to provide a portion of the cash consideration payable for the Acquisition on a dollar-for-dollar basis, (ii) any increase in the Acquisition consideration which is funded solely with cash on hand or borrowings under the Borrower’s existing credit facilities, and not with proceeds of other indebtedness shall not be materially adverse to the Incremental Term Lenders, (iii) the granting of any consent under the Acquisition Agreement that is not materially adverse to the interests of the Incremental Term Lenders shall not otherwise constitute an amendment or waiver and (iv) any amendment or modification to the Senior Notes Indenture substantially definition of “Material Adverse Effect” in the form Acquisition Agreement as in effect on the date hereof shall be deemed to be materially adverse to the Incremental Term Lenders). (j) There not having occurred (a) except as set forth on Section 3.07 of Exhibit C the Disclosure Schedule to the Acquisition Agreement (as in effect on the date hereof), between August 1, 2013 and December 2, 2013, any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a “Material Adverse Effect” (as defined in the Acquisition Agreement) or (b) since December 2, 2013, any “Material Adverse Effect” (as defined in the Acquisition Agreement); provided that for purposes of this Amendmentparagraph (j), clause (A)(v) of the definition of “Material Adverse Effect” in the Acquisition Agreement shall not include any action taken, or failure to act, to which the Borrower has consented in writing unless the Administrative Agent shall have provided prior written consent thereto. (k) The Administrative Agent shall have received all documentation and other information about the Borrower and the Loan Parties as has been reasonably requested by the Administrative Agent or the Lenders (including the Incremental Term Lenders) in writing at least five days prior to the Incremental Effective Date and that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act. (l) The Administrative Agent shall have received, in immediately available funds, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement or under Section 4 below. (m) The Administrative Agent shall have received payment from the Borrower, for the account of each Incremental Term Lender, an upfront fee (the “Incremental Term Fee”) in an amount equal to 0.50% of the aggregate principal amount of the Incremental Term Loan made by such Incremental Term Lender on the Incremental Effective Date. The Incremental Term Fee shall be payable in immediately available funds and, once paid, such fee or any part thereof shall not be refundable. (n) The Administrative Agent shall have received payment from the Borrower, for the account of each Term Lender holding a Term Loan outstanding under the Credit Agreement immediately prior to the Incremental Effective Date, (A) of all unpaid interest on such Term Loans accrued to the Incremental Effective Date and (B) of any amounts payable pursuant to Section 2.16 of the Credit Agreement as a result of the selection of new Interest Periods for Eurocurrency Borrowings commencing prior to the last day of their existing Interest Periods. The Administrative Agent shall notify the Borrower and the Lenders (including the Incremental Term Lenders) of the Incremental Effective Date, and such amendment notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Incremental Term Lenders to provide Incremental Term Commitments hereunder shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived) at or prior to 5:00 p.m., New York City time, on March 2, 2014 (and, in the Second Amendment Effective Dateevent such conditions shall not have been so satisfied or waived, the Incremental Term Commitments shall terminate at such time).

Conditions to Effectiveness. This Fourth Amendment shall become effective on and as of the date hereof (the “Second Fourth Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of on which the following conditionsconditions shall have been satisfied or waived: (a) the Administrative Agent shall have received (i) this Fourth Amendment, executed and delivered by a duly authorized officer of (a) the Lead each Borrower, (bii) the other Borrowersacknowledgment and consent attached to this Fourth Amendment (the “Acknowledgment”), (c) the Facility Guarantors executed and delivered by each U.S. Guarantor and (diii) a Lender Joinder Agreement with respect to the Required Lenders Incremental Facility Increase contemplated hereby, executed and delivered by each Incremental Lender (including, in any event, each Extended Lenderthe “Fourth Amendment Lender Joinder Agreement”), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received a certificate from the favorable written opinion Parent Borrower and, substantially concurrently with respect the satisfaction of the other conditions precedent set forth in this Section 2, each other Loan Party, dated as of the Fourth Amendment Effective Date, substantially in the form of Exhibit G-1 or Exhibit G-2, as applicable, to the Amendment executed on the Second Amendment Effective Date Credit Agreement, with appropriate insertions and attachments of resolutions or other actions, evidence of incumbency and the transactions contemplated hereby signature of Xxxxxxxx & Xxxxx LLPauthorized signatories and Organizational Documents, special counsel to the Borrowers executed by a Responsible Officer and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentSecretary or any Assistant Secretary or other authorized representative of such Loan Party; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereoffollowing executed legal opinions, each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed legal opinion of Debevoise & Pxxxxxxx LLP, counsel to the Parent Borrower and the other Loan Parties; (ii) executed legal opinion of Morris, Nichols, Arsht & Txxxxxx LLP, special Delaware counsel to certain of the Loan Parties; (iii) executed legal opinion of Blake, Cxxxxxx and Gxxxxxx LLP, special Canadian counsel to certain of the Loan Parties; (iv) executed legal opinion of Holland & Hxxx LLP, special Nevada counsel to certain of the Loan Parties; (v) executed legal opinion of Lxxxxxx Gage LLP, special California and Missouri counsel to certain of the Loan Parties; (vi) executed legal opinion of Mxxxxxxx & Mxxxxxx, LLC, special Ohio counsel to certain of the Loan Parties; (vii) executed legal opinion of Axxxx and Rxxxx LLP, special Texas counsel to certain of the Loan Parties; and (viii) executed legal opinion of Dxxxxxxx & Shohl LLP, special West Virginia counsel to certain of the Loan Parties; (d) the Administrative Agent and the Incremental Lenders shall have received specimen signatures of officers or at least three Business Days prior to the Fourth Amendment Effective Date all documentation and other appropriate representatives executing this Amendment on behalf of information about the Borrowers Loan Parties mutually agreed to be required by U.S. regulatory authorities under applicable “know your customer” and each Facility Guarantoranti-money laundering rules and regulations, certified including the Patriot Act and the Customer Due Diligence Requirements for Financial Institutions issued by the secretary or assistant secretary U.S. Department of such Borrower or Facility GuarantorTreasury Financial Crimes Enforcement Network under the Bank Secrecy Act, that has been reasonably requested in writing at least ten Business Days prior to the Fourth Amendment Effective Date; (e) the Incremental Lenders, the Panther Lead Arrangers and the Agents, respectively, shall have received all fees related to the Panther Transactions payable to them to the extent due (which may be offset against the proceeds of the Fourth Amendment Debt Financing); (f) the Panther Lead Arrangers shall have received a certificate of the chief financial officer or treasurer (or other comparable officer) of the Parent Borrower certifying the Solvency, after giving effect to the Panther Transactions, of the Parent Borrower and its Subsidiaries on a consolidated basis in substantially the form of Exhibit I to the Credit Agreement; (g) substantially concurrently with the initial funding pursuant to the Fourth Amendment Debt Financing, all commitments and amounts outstanding (other than contingent obligations) under (i) the Neptune Term Loan Credit Agreement and (ii) the Neptune ABL Credit Agreement, shall in each case have been repaid, redeemed, defeased, terminated or otherwise discharged (or irrevocable notice for the repayment, redemption, defeasance, termination or discharge thereof has been given); (h) the Panther Parent Merger shall have been or, substantially concurrently with the initial funding pursuant to the Fourth Amendment Debt Financing shall be, consummated in all material respects in accordance with the terms of the Panther Merger Agreement, without giving effect to any modifications, amendments, express waivers or express consents thereunder by Topco that are materially adverse to the Incremental Lenders without the consent of the Panther Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed and provided that the Panther Lead Arrangers shall be deemed to have consented to such modification, amendment, waiver or consent unless they shall object thereto within three Business Days after receipt of written notice of such modification, amendment, waiver or consent), it being understood and agreed that (i) any change in the Aggregate Merger Consideration (as defined in the Panther Merger Agreement) shall not be deemed to be materially adverse to the Incremental Lenders and (ii) any modification, amendment, express waiver or express consent to the definition of “Neptune Material Adverse Effect” in the Panther Merger Agreement or to Section 3.8(c), Section 7.2(a)(iv) or Section 8.1(d)(i) (solely as it relates to the condition set forth in Section 7.2(a)(iv)) of the Panther Merger Agreement shall be deemed to be materially adverse to the Incremental Lenders; provided that the Panther Lead Arrangers shall be deemed to have consented to such modification, amendment, express waiver or express consent unless they shall object thereto within three Business Days after receipt of written notice of such modification, amendment, express waiver or express consent; (i) the Panther Lead Arrangers shall have received (i) audited consolidated balance sheets and related statements of operations, stockholder’s equity and cash flows of Ply Gem Holdings, Inc. for the fiscal years ended December 31, 2016 and December 31, 2017, (ii) audited consolidated balance sheets and related statements of operations, stockholder’s deficit and cash flows of Atrium Corporation for the fiscal years ended December 31, 2016 and December 31, 2017, (iii) (x) the unaudited consolidated balance sheet and related statements of operations and cash flows of Atrium Corporation for the quarterly period ended March 31, 2018 and (y) the unaudited consolidated balance sheet and related statements of operations and cash flows of Ply Gem Holdings for the quarterly period ended March 31, 2018, (iv) the unaudited consolidated balance sheet and related statements of operations and cash flows of the Parent Borrower for the quarterly period ended June 30, 2018, (v) audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Neptune for the fiscal years ended October 30, 2016 and October 29, 2017 and (vi) unaudited consolidated balance sheets and related statements of operations and cash flows of Neptune for the fiscal quarters ended January 28, 2018, April 29, 2018 and July 29, 2018; (j) (i) the condition in Section 7.2(a) of the Panther Merger Agreement (but only with respect to the representations that are material to the interests of the Incremental Lenders, and only to the extent that the Parent Borrower (and any of its Affiliates that is a party to the Panther Merger Agreement) has the right to terminate its (and their) obligations under the Panther Merger Agreement (or otherwise decline to consummate the Panther Parent Merger) without liability to the Parent Borrower or any of its Affiliates as a result of a breach of such representations in the Panther Merger Agreement (the “Neptune Representations”; provided that the representation set forth in Section 3.8(c) of the Panther Merger Agreement shall be deemed a Neptune Representation) shall have been satisfied and (ii) the Panther Specified Representations (as defined in Section 3 hereof) shall be true and correct in all material respects, except to the extent they relate to a particular date in which case such Panther Specified Representations shall be true and correct in all material respects on and as of such date as if made on and as of such date; (k) the Administrative Agent shall have received any changes to the Charter Documents a certificate from a Responsible Officer of the Borrowers and each Facility Guarantor since Parent Borrower, dated as of the Closing Fourth Amendment Effective Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B H to this Amendmentthe Credit Agreement (with appropriate revisions to reflect (x) the Panther Merger Agreement rather than the Pisces Acquisition Agreement and the Atlas Acquisition Agreement and (y) the Panther Specified Representations rather than the Specified Representations); (l) the Collateral Agent shall have obtained a valid security interest in the Collateral of Neptune and its subsidiaries (except to the extent that such subsidiaries are not required under Subsection 7.9 of the Credit Agreement to become party to the U.S. Guarantee and Collateral Agreement) covered by the U.S. Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Cash Flow Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Fourth Amendment Debt Financing pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of UCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such amendment Collateral shall become effective be subject to any other pledges, security interests or mortgages except for Permitted Liens or pledges, security interests or mortgages to be released on the Second Fourth Amendment Effective Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of Neptune’s Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of Neptune’s Subsidiaries will only be required to be delivered on the Fourth Amendment Effective Date to the extent received from Neptune, so long as the Parent Borrower has used commercially reasonable efforts to obtain them on the Fourth Amendment Effective Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Fourth Amendment Effective Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the availability of the Incremental Facility Increase contemplated hereby if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions, as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.9 of the Credit Agreement; and (im) the Lead Borrower Collateral Agent shall have entered into an amendment received customary lien searches in the United States reasonably requested by it at least 30 calendar days prior to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Fourth Amendment Effective Date; provided that if such lien searches have not been delivered to the Collateral Agent on or prior to the Fourth Amendment Effective Date after the Parent Borrower’s commercially reasonable efforts to do so, then delivery of such lien searches shall not constitute a condition precedent to the availability of the Incremental Facility Increase contemplated hereby if the Parent Borrower agrees to deliver or cause to be delivered such lien searches pursuant to arrangements to be mutually agreed between the Parent Borrower and the Administrative Agent. The making available of the Incremental Facility Increase contemplated hereby by the Incremental Lenders shall conclusively be deemed to constitute an acknowledgement by the Administrative Agent and each Incremental Lender that each of the conditions precedent set forth in this Section 2 shall have been satisfied in accordance with its respective terms or shall have been irrevocably waived by such Person.

Conditions to Effectiveness. (a) This Amendment (other than those amendments specified in Section 3.1(b) and 3.1(c) below) shall become effective on and as of the date hereof (the “Second "Third Amendment Effective Date”") upon on which the satisfaction following conditions are satisfied (or waiver by the Required Lenders) of the following conditions:waived): (ai) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) each of the Lead US Borrower, (b) English Bidco, the other BorrowersEnglish Borrower, (c) the Facility Guarantors and (d) Euro Borrower, the Subsidiaries parties hereto, the Required Lenders and any other requisite Lenders under the Credit Agreement; (includingii) the Administrative Agent and the Lenders shall have received all fees required to be paid and expenses required to be paid as of the Third Amendment Effective Date, including unpaid invoiced legal fees of counsel to the Administrative Agent and the Lenders; (iii) the Administrative Agent shall have received an executed amendment to the Guarantee and Collateral Agreement whereby (A) the Grantors party thereto agree to grant a security interest in (1) each of such Grantor's Deposit Accounts (as defined in the Uniform Commercial Code of any event, each Extended Lender)applicable jurisdiction) to the Collateral Agent, together with all schedules a schedule identifying the location and exhibits hereto account number of each such Deposit Account and acknowledged (2) any of such Grantor's assets which would, as of the Third Amendment Effective Date, constitute Collateral under subsection 7.9 and (B) additional Subsidiaries of the Borrowers become party to such Guarantee and Collateral Agreement as required by subsection 7.10 of the Administrative AgentCredit Agreement, as amended by this Amendment; (biv) the Administrative Agent shall have received the favorable written executed legal opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx Kirkland & Xxxxx LLPEllis, special counsel to the Borrowers and US Borrower dated the Facility Guarantors, addressed date xxxxxx xn fxxx xnd substance satisfactory to the Administrative Agent and the Lenders and reasonably satisfactory updated schedules to the Administrative Agent;Guarantee and Collateral Agreement; and (cv) the Administrative Agent shall have received resolutions a certificate of the boards of directors or other appropriate governing body (or chief financial officer of the appropriate committee thereof) US Borrower setting forth in reasonable detail calculations supporting the ability of the Borrowers US Borrower under the Senior Subordinated Note Indenture to incur Indebtedness under the Credit Agreement after giving effect to this Amendment (including the amendments described in Section 3.1(b) below) and each Facility Guarantor certified by its secretary or assistant secretary as assuming that $85,000,000 of the Second Amendment Effective DateUS Tranche C Term Loans are borrowed. (b) The amendments herein which permit the US Tranche C Term Loans and the 2002 Term Facility and the amendments in Sections 2.13 through 2.15 herein shall become effective on the date on which the following conditions are satisfied (which date shall be no later than November 22, approving this Amendment and authorizing 2002): (i) each of the execution and delivery hereof, each conditions set forth in form and substance reasonably satisfactory the term sheet for the US Tranche C Term Loans previously delivered to the Administrative Agent;Agent shall have been met in all material respects, the Tranche C Term Loan Lenders shall have executed a counterpart to this Amendment, delivered any necessary administrative questionnaires to the Administrative Agent and become parties to the Credit Agreement and the US Borrower shall have received gross cash proceeds of at least $85,000,000 therefrom and shall have applied the Net Cash Proceeds thereof in accordance with the terms of this Amendment; and (dii) the 2002 Term Facility shall have closed and the US Borrower shall have received gross cash proceeds of at least $100,000,000 therefrom and shall have applied the Net Cash Proceeds thereof in accordance with the terms of this Amendment. (c) The amendment in Section 2.1 with respect to the definition of "Scheduled Revolving Credit Commitment Termination Date" shall become effective on the date on which the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf executed and delivered by a duly authorized officer of each of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateRevolving Credit Lenders.

Conditions to Effectiveness. This Amendment No. 1 shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) on which each of the following conditionsconditions is satisfied: (a) the The Administrative Agent (or its counsel) shall have received this Amendment, executed and delivered by a duly authorized officer of from (ai) the Lead Borrower, Lenders constituting (b) the other Borrowers, (c) the Facility Guarantors and (dA) the Required Lenders and (includingB) each Term Lender, or in any eventlieu of one or more Term Lenders, one or more Additional Term 1 Lenders, and (ii) each Extended Lender)of the other parties hereto, together with all schedules and exhibits hereto and acknowledged by either (x) a counterpart of this Amendment No. 1 signed on behalf of such party or (y) written evidence satisfactory to the Administrative AgentAgent (which may include telecopy transmission of a signed signature page of this Amendment No. 1) that such party has signed a counterpart of this Amendment No. 1; (b) The Borrowers shall have provided the Administrative Agent shall have received with a Borrowing request three Business Days prior to the favorable written opinion Amendment No. 1 Effective Date with respect to the Amendment executed borrowing of Additional Term 1 Loans on the Second Amendment No. 1 Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to Date; provided that if the Borrowers and shall have requested a Borrowing of Eurodollar Rate Loans, the Facility Guarantors, addressed to Borrowers shall have provided the Administrative Agent and the Lenders and reasonably with a funding indemnity agreement satisfactory to the Administrative Agent; (c) Each Term 1 Lender shall have received, if requested, one or more Notes payable to the order of such Lender duly executed by the Borrowers in substantially the form of Exhibit C-1 to the Credit Agreement, as modified by this Amendment No. 1, evidencing its Term 1 Loans; (d) The Borrowers shall have paid to all Term Lenders simultaneously with the making of Term 1 Loans hereunder all accrued and unpaid interest on the Term Loans of such Term Lenders to, but not including, the Amendment No. 1 Effective Date on the Amendment No. 1 Effective Date; (e) The Borrowers shall have paid to the Administrative Agent shall have received resolutions all reasonable costs and expenses (including, without limitation the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the boards of directors or other appropriate governing body (or of Agents, to the appropriate committee thereofextent billed prior to the Amendment No. 1 Effective Date) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers All corporate and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required other proceedings taken or to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) taken in connection with this Amendment have been paid No. 1 and all documents incidental thereto, whether or not referred to herein, shall be satisfactory in full; (h) Holdings shall have entered into an amendment form and substance to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateAdministrative Agent; and (ig) At the Lead Borrower shall have entered into an amendment time of and after giving effect to the Senior Notes Indenture substantially in the form Amendment No. 1, no Default or Event of Exhibit C to this Amendment, Default has occurred and such amendment shall become effective on the Second Amendment Effective Dateis continuing.

Conditions to Effectiveness. Section 3.1. This Amendment shall become effective on and as of the date hereof (the “Second Amendment No. 1 Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditionson which: (a) The Administrative Agent (or its counsel) shall have received from (i) the Administrative Agent, (ii) the Incremental Revolving Lenders, (iii) the Incremental Term Lenders, (iv) each Lender (which Lenders shall also constitute the Required Lenders) other than a Non-Consenting Lender and (v) each Loan Party, a counterpart of this Amendment executed by a Responsible Officer of each Loan Party and a duly authorized officer of the Administrative Agent and each Lender. For purposes of this Section 3.1(a), the Responsible Officers shall be limited to ​ the President, Chief Executive Officer, Chief Financial Officer and General Counsel of each applicable Loan Party. (b) The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable customary written opinion with respect to of counsel for the Loan Parties, dated the Amendment executed on the Second Amendment No. 1 Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders Lenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent;. (c) the The Administrative Agent shall have received resolutions of an Officer’s Certificate dated the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment No. 1 Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory certifying as to the Administrative Agent; Organization Documents of each Loan Party (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantorwhich, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Dateextent filed with a Governmental Authority, shall be certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by such Governmental Authority), the Secretaries of State resolutions of the respective jurisdictions governing body of formation each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the Borrowers incumbency (including specimen signatures) of the Responsible Officers of each Loan Party. (d) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified, in each case after giving effect to (x) this Amendment No. 1 and (y) any replacement of a Non-Consenting Lender pursuant to Section 11.13 of the Credit Agreement in connection herewith. The Administrative Agent, the Amendment No. 1 Arranger and the Lenders shall have received all other fees and expenses, if any, owing pursuant to the Amendment No. 1 Engagement Letter and Section 2.09 of the Credit Agreement. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. (e) The representations and warranties of the Borrower and each Facility Guarantor other Loan Party set forth in Section 4.1 of this Amendment, in Article V of the Credit Agreement and in any other Loan Document shall (i) with respect to representations and warranties that contain a materiality qualification, be true and correct on and as of the date of this Amendment and (ii) with respect to representations and warranties that do not contain a materiality qualification, be true and correct in all material respects on and as of the date of this Amendment, and except that for purposes of this Section 3.1(e), the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the due existence most recent statements furnished pursuant to Sections 6.01(a) and good standing (b) of such Person;the Credit Agreement, respectively. (f) At the time of and immediately after giving effect to this Amendment, no Default shall exist or would result from this Amendment, the incurrence of the First Incremental Revolving Commitments or the First Incremental Term Commitments as contemplated hereunder or from the application of the proceeds therefrom. (g) the The Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by a certificate, dated the Lead Borrower on or before the Second Amendment No. 1 Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (e) and (f) of this Section 3.1. For purposes of this Section 3.1(g), the Responsible Officers shall be limited to the Administrative AgentPresident, Chief Executive Officer, Chief Financial Officer and General Counsel of the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full;Borrower. (h) Holdings The Administrative Agent shall have entered into an amendment received a Loan Notice with respect to the HoldCo Notes Indenture substantially in the form of Exhibit B Loans to this Amendment, and such amendment shall become effective be made on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.No. 1

Conditions to Effectiveness. This Amendment (a) Sections 1(a), 1(b) and 1(f) of this Waiver and Consent shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Waiver and Consent Effective Date”): (i) On or before the Waiver and Consent Effective Date, each of the Issuers, or Parent, as applicable, shall deliver to the Holders (with sufficient originally executed copies, where appropriate, for each Holder and its counsel) the following, each, unless otherwise noted, dated the Waiver and Consent Effective Date: (1) Certified copies of its certificate of incorporation or certificate of formation, together with a good standing certificate from the Secretary of State of the state of its incorporation or formation, each dated a recent date prior to the Waiver and Consent Effective Date; (2) Copies of its Bylaws or operating or limited liability company agreement, certified as of the Waiver and Consent Effective Date by its corporate secretary or an assistant secretary; (3) Resolutions of its Board of Directors approving and authorizing the execution, delivery, and performance of the Merger Transaction Documents, to which it is a party, and finding that the Merger Transactions are fair to and in the best interests of the stockholders of the Company (other than Parent and the stockholders party to the Rollover Agreement), authorizing the execution, delivery, and performance of the Bridge Loan Documents and the Optional Conversion Documents to which it is a party, and authorizing the execution, delivery and performance of this Waiver and Consent and the execution, delivery, issuance and performance of the First Amended Notes and the Waiver Warrants, and, as of the Effective Date, the Second Amended Notes and the MHR Warrants, certified by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment (the “Board Recommendation”); (4) A certificate, dated as of the Closing Date, duly executed by the President and the Secretary of each of the Issuers certifying that the conditions set forth in Sections 5(a)(ii) and 5(a)(iii), have been fully satisfied. (5) A copy of this Waiver and Consent, duly executed by the Issuers; (6) An executed copy of the Merger Agreement; (7) An executed copy of the Merger Voting Agreement; (8) An executed copy of the Bridge Loan Agreement, the Bridge Notes and the Bridge Loan Warrants; (9) An executed copy of the Bridge Loan Intercreditor Agreement; (10) A copy of the Rollover Agreement, duly executed by the Company, and the stockholders party thereto (other than MHR); (11) An executed copy of the Series A Preferred Stock Purchase Agreement; (12) A copy of the Preferred Stock Investor Rights Agreement, duly executed by the Company, Parent and the stockholders party thereto (other than MHR); (13) A copy of the Preferred Stock Right of First Refusal and Co-Sale Agreement duly executed by the Company, Parent and the stockholders party thereto (other than MHR); (14) A copy of the Preferred Stock Voting Agreement duly executed by the Company, Parent and the stockholders party thereto (other than MHR); (15) An executed copy of the CapitalSource Consents; (16) An executed copy of the Amended and Restated Senior Subordination Agreement, by and among the Holders and CapitalSource Finance LLC, in the form attached hereto as Exhibit Y; (17) An executed copy of the Senior Subordination Agreement by and between Parent and CapitalSource Finance LLC; (18) The original First Amended Notes, executed by the Issuers; (19) The Waiver Warrants, executed by the Company; (20) A copy of the Waiver Termination Side Letter, duly executed by Parent, and the Issuers; (21) A copy of the Merger Side Letter, duly executed by Parent, and the Issuers; (22) A copy of the ComVest Side Letter, duly executed by ComVest and the Issuers; (23) A copy of the Tri-Party Side Letter, duly executed by CapitalSource Finance, LLC, Parent and the Issuers; (24) Each document (including, without limitation, any UCC financing statement) required by the First Amended Notes or under law or requested by Collateral Agent to be filed or recorded in order to create, in favor the Collateral Agent for the benefit of the Holders, perfected lien and security interest in the Collateral of the Additional Issuers (subject only to the Liens securing Senior Indebtedness and Permitted Liens) and evidence of such filing, registration or recordation and the payment by the Additional Issuers of any necessary fee, tax or expense relating thereto; (25) The Certificate of Designation, filed with the Secretary of State of the State of Delaware; (ii) Each of the representations and warranties contained herein shall be true and correct in all material respects (except for any representations and warranties that are qualified by materiality or by Material Adverse Effect which shall be true and correct in all respects) on and as of the Waiver and Consent Effective Date with the same force and effect as though the same had been made on and as of the Waiver and Consent Effective Date other than such representations and warranties that specifically relate to an earlier date hereof (which need only be true and correct as of such date). (iii) The Issuers shall have performed and complied, in all material respects, with the covenants and provisions of this Waiver and Consent required to be performed or complied with on or prior to the Waiver and Consent Effective Date. (iv) The Special Committee of the Board of Directors shall have received a fairness opinion of an independent financial advisor finding that the Merger Transactions are fair to the holders of Common Stock other than Parent and the stockholders party to the Rollover Agreement (the “Second Amendment Fairness Opinion”), which Fairness Opinion shall not have been modified or withdrawn as of the Waiver and Consent Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:. (av) Concurrently with the Administrative Agent execution and delivery of this Agreement, the Company shall have received this Amendment, executed and delivered by a duly authorized officer at least $3 million in cash proceeds of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;Bridge Loan. (b) Sections 1(d) and 1(e) of this Waiver and Consent shall become effective only upon the Administrative Agent satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Merger Closing Effective Date”): (i) The Collective Note Documents and the other agreements set forth in Section 5(a) above to which MHR is a party shall be in full force and effect. (ii) On or before the Merger Closing Effective Date, the Issuers or Parent, as applicable, shall deliver to the Holders (with sufficient originally executed copies, where appropriate, for each Holder and its counsel) the following, each, unless otherwise noted, dated the Merger Closing Effective Date: (1) A officer’s certificate of the Company certifying that all conditions precedent to the consummation of the Merger Agreement have been waived or fulfilled; (2) An officer’s certificate, dated as of the Merger Closing Effective Date, duly executed by the President and the Secretary of each of the Issuers certifying that the conditions set forth in Sections 5(b)(i), (iii), (iv) and (v) have been fully satisfied. (3) The original Second Amended Notes, executed by the Issuers; (4) The MHR Warrants, executed by the Company; (5) A copy of the Amended and Restated Certificate of Incorporation certified by the Secretary of State of the State of Delaware; (6) A copy of the Amended and Restated Bylaws, duly adopted by the Company; (7) A copy of the Indemnification Agreement by and between the Company and the MHR Representative, duly executed by the Company; (8) MHR’s obligations under the Stockholders Agreement, dated as of February 28, 2005, by and among the Company, RGGPLS Holding, Inc., GRH Holdings, L.L.C., and the MHR shall be extinguished; (9) An executed copy of the Fourth Amended and Restated Credit Agreement by and among the Issuers and CapitalSource Finance LLC; (10) An executed copy of the Management Agreement, by and between the Company and ComVest Advisors, LLC in the form attached hereto as Exhibit Z; and (11) An executed copy of the Management Fee Subordination Agreement by and between the Holders and ComVest Advisors, LLC, in the form attached hereto as Exhibit AA. (iii) Each of the representations and warranties contained herein shall be true and correct in all material respects (except for any representations and warranties that are qualified by materiality or by Material Adverse Effect which shall be true and correct in all respects) on and as of Merger Closing Effective Date with the same force and effect as though the same had been made on and as of the Merger Closing Effective Date other than such representations and warranties that specifically relate to an earlier date (which need only be true and correct as of such date). (iv) The Issuers shall have performed and complied, in all material respects, with the covenants and provisions of this Waiver and Consent required to be performed or complied with by it between the date hereof and the Merger Closing Effective Date. (v) The Merger and the other Merger Transactions shall have been consummated materially in accordance with the Merger Agreement, without waiver or amendment of any material term, provision or condition set forth therein in a manner that is adverse to the Holders (except to the extent consented to by the Holders in their sole discretion or as otherwise permitted in Section 3(a)(i)) and in compliance with all applicable laws; and, the Board Recommendation and the Fairness Opinion shall not have been modified, withdrawn or qualified in any respects. (vi) The Company shall have received consideration from Parent in connection with the favorable written opinion conversion of all the Bridge Loans into shares of Preferred Stock and the investment of the Remaining Investment Amount (as such term is defined in the Merger Agreement) in accordance with respect the Series A Preferred Stock Purchase Agreement in an aggregate amount equal to $8,000,000. (vii) Contemporaneously with the Effective Time, the MHR Representative shall have been duly nominated and elected to the Amendment executed on Board of Directors of the Second Amendment Effective Date and Company. (viii) No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Authority or other law, rule, legal restraint or prohibition shall be in effect preventing or rendering illegal the consummation of any of the transactions contemplated hereby hereunder or under the Merger Transactions. (ix) The Holders shall have received payment of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers fees and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent;disbursements described in Section 7 below. (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereofSection 1(c) of the Borrowers this Waiver and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment Consent shall become effective on only upon the Second Amendment satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Optional Conversion Effective Date; and”): (i) On or before the Lead Borrower Optional Conversion Effective Date, the Issuers, or Parent, as applicable, shall deliver to the Holders (with sufficient originally executed copies, where appropriate, for each Holder and its counsel) the following, each, unless otherwise noted, dated the Optional Conversion Effective Date: (1) An officer’s certificate, dated as of the Optional Conversion Effective Date, duly executed by the President and the Secretary of each of the Issuers certifying that the conditions set forth in Sections 5(c)(ii) and (iii) have been fully satisfied. (2) An officer’s certificate of Parent, dated as of the Optional Conversion Effective Date, duly executed by an authorized office of Parent certifying that the conditions set forth in Sections 5(c)(v) and (vi) have been fully satisfied. (ii) Each of the representations and warranties contained herein shall be true and correct in all material respects (except for any representations and warranties that are qualified by materiality or by Material Adverse Effect which shall be true and correct in all respects) on and as of Optional Conversion Effective Date with the same force and effect as though the same had been made on and as of the Optional Conversion Effective Date other than such representations and warranties that specifically relate to an earlier date (which need only be true and correct as of such date). (iii) The Issuers shall have entered into an amendment performed and complied, in all material respects, with the covenants and provisions of this Waiver and Consent required to be performed or complied with by it between the Senior Notes Indenture substantially in date hereof and the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Optional Conversion Effective Date. (iv) Each of the representations and warranties of Parent and its Affiliates contained in the Waiver Termination Side Letter shall be true and correct in all material respects on and as of Optional Conversion Effective Date with the same force and effect as though the same had been made on and as of the Optional Conversion Effective Date other than such representations and warranties that specifically relate to an earlier date (which need only be true and correct as of such date). (v) Parent and its Affiliates shall have performed and complied, in all material respects, with the covenants and provisions of the Waiver Termination Side Letter required to be performed or complied with by it between the date hereof and the Optional Conversion Effective Date. (vi) The Optional Conversion and the other transactions contemplated hereunder as of the Optional Conversion Effective Date shall have been consummated materially in accordance with the terms of the Merger Agreement and Bridge Loan Documents, without waiver or amendment of any material term, provision or condition set forth therein in a manner that is adverse to the Holders (except to the extent consented to by the Holders in their sole discretion) and in material compliance with all applicable laws. (vii) No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any Governmental Authority or other law, rule, legal restraint or prohibition shall be in effect preventing or rendering illegal the consummation of any of the transactions contemplated hereunder as of the Optional Conversion Effective Date or under the Optional Conversion. (viii) The Holders shall have received payment of the fees and disbursements described in Section 7 below.

Conditions to Effectiveness. This Amendment Agreement shall become effective on when the following conditions having been satisfied in full and as of the date hereof following documents have been delivered in form and substance satisfactory to the Program Agent (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) the Administrative Agent shall have received executed counterparts of this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative AgentAmendment Agreement; (b) executed counterparts of an amendment to each of the Administrative Agent shall have received Originator Purchase Agreement, the favorable written opinion with respect to Secondary Purchase Agreement, the Amendment executed on Tertiary Purchase Agreement, the Second Amendment Effective Date Inter-Creditor Agreement, the Deposit Account Agreement, the Governmental Entity Receivables Agreement, the Parent Undertaking (Collection Agent), and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to Fee Agreement (the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent“Additional Amendments”); (c) the Administrative Agent shall have received resolutions executed copies of additional Notes for each of the boards of directors or other appropriate governing body (or of CAFCO Group and the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative AgentVariable Group; (d) certified copies of the Administrative Agent shall have received specimen signatures resolutions of officers or other appropriate representatives executing the Boards of Directors of each of the Parent, Cayman SPE I, HQ, the Borrower and the Originators authorizing it to enter into this Amendment on behalf of Agreement, the Borrowers Additional Amendments to which it is a party and each Facility Guarantor, certified the other documents to be delivered by the secretary or assistant secretary of such Borrower or Facility Guarantorit hereunder; (e) the Administrative Agent shall have received any changes to the Charter Documents a certificate of the Borrowers Secretary or Assistant Secretary of each of the Parent, Cayman SPE I, HQ, the Borrower and each Facility Guarantor since the Closing DateOriginators certifying the names and true signatures of its officers authorized to sign this Amendment Agreement, certified as true the Additional Amendments to which it is a party and correct the other documents to be delivered by its secretary or assistant secretaryit hereunder; (f) to the Administrative Agent shall have received certificates issued extent changed since September 21, 2004, certified copies of the certificate of incorporation and by-laws of each of the Originators and a certificate as to the good standing of each of the Parent, Cayman SPE I, HQ, the Borrower and the Originators, dated as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Persondate; (g) favorable opinions of counsel for each of the Administrative Parent, Cayman SPE I, HQ, the Borrower and the Originators as to good standing, authorization, enforceability, UCC matters, true sale (the transfers from the Additional Originators (as defined in Amendment No. 6 to the Agreement)) pursuant to the Originator Purchase Agreement, the Secondary Purchase Agreement and the Tertiary Purchase Agreement, satisfactory to the Agent, and such other matters as the Agent may reasonably request, the parties hereto agreeing that the receipt of “corporate” opinions from Cayman Islands counsel for the Borrower and Cayman SPE I is not required until 30 days after the date hereof and the agreement to deliver them shall have received evidence that all fees and expenses required be deemed to be paid pursuant to Sections 6 and 7 hereof by a covenant for the Lead Borrower on or before purposes of Section 7.01(d) of the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full;Agreement; and (h) Holdings after giving effect to this Amendment Agreement, no event shall have entered into occurred and be continuing which constitutes an amendment to the HoldCo Notes Indenture substantially in the form unwaived Event of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form Termination or Incipient Event of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateTermination.

Conditions to Effectiveness. This Amendment The amendments contained in Section 1 shall become not be effective unless on and as or before May 14, 2004 (time being of the date hereof essence) each of the following conditions precedent is satisfied (the date on which such conditions are satisfied, the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) the Administrative Agent shall have received counterparts of this Amendment, Amendment executed and delivered by a duly authorized officer of (a) the Lead Arranger, Syndication Agent, Administrative Agent and Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received (i) executed counterparts of this Amendment or a signed authorization to execute this Amendment from existing Tranche B Term Lenders and, if such counterparts or authorizations are not delivered by all existing Tranche B Term Lenders, additional Tranche B Term Commitments from one or more banks, financial institutions or similar institutions such that the favorable written opinion with respect aggregate amount of Tranche B Term Loan Commitments after giving effect to such counterparts, authorizations and Commitments will be equal to $185,000,000, (ii) executed counterparts of this Amendment or a signed authorization to execute this Amendment from existing Revolving Lenders and, if such counterparts or authorizations are not delivered by all existing Revolving Lenders, additional Revolving Commitments from one or more banks, financial institutions or similar institutions such that the Amendment executed on the Second Amendment Effective Date aggregate amount of Revolving Commitments after giving effect to such counterparts, authorizations and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLPCommitments will be equal to $55,000,000, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent(iii) an Addendum signed by each Person providing any such additional Tranche B Term Commitment or Revolving Commitment; (c) all fees and expenses then due and payable to the Administrative Lead Arranger or any Agent shall have received resolutions of or Lender under the boards of directors Loan Documents or other appropriate governing body relating thereto (or of including the appropriate committee thereoffees payable under Section 3.5(a)(i) of the Borrowers Credit Agreement, as amended hereby, and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory expense reimbursements to the Administrative Agent;extent invoiced at least one day Business Day prior) shall have been paid in full in immediately available funds; and (d) the Administrative Agent shall have received specimen signatures of officers such other documents and instruments as it or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateArranger may reasonably request.

Conditions to Effectiveness. This Amendment Agreement shall become effective on the Effective Date and as of enforceable against the date hereof (the “Second Amendment Effective Date”) parties hereto upon the satisfaction (or waiver by the Required Lenders) occurrence of the following conditionsconditions precedent: (a) the The Administrative Agent shall have received received: (i) multiple original counterparts, as requested by the Administrative Agent, of this Amendment, Agreement duly and validly executed and delivered by a duly authorized officer officers of (a) the Lead Borrower, (b) the other BorrowersGuarantors, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent, the Existing Lenders and the New Lender; (bii) a copy of the Administrative Agent shall have received the favorable written opinion with respect fully executed Agreement and Amendment No. 3 to the Amendment executed on Second Lien Term Loan Agreement (“Second Lien Amendment”) which provides for the Second Lien Increase and the incurrence thereof, in substantially the same form as attached hereto as Exhibit A; (iii) a copy of the fully executed Amendment Effective Date and No. 1 to Intercreditor Agreement (“Intercreditor Amendment”) in substantially the same form as attached hereto as Exhibit B; (iv) executed original Notes, if any, requested by the Lenders made by the Borrower payable to such requesting Lenders in the amount of such Lenders’ respective Maximum Credit Amounts after giving effect to the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agenthereby; (cv) the Administrative Agent shall have received resolutions executed and notarized new Mortgages, and/or amendments or supplements to existing Mortgages, covering additional Oil and Gas Properties of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers Borrower and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective DateSubsidiaries, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent, to the extent necessary to (A) cause the Administrative Agent to have a first priority, perfected Lien (subject only to Liens permitted under Section 9.03 of the Credit Agreement) on at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the Reserve Reports most recently delivered to the Administrative Agent, and (B) increase any maximum amounts referenced in any existing Mortgages to account for the increase in the aggregate Maximum Credit Amounts effected hereby; (dvi) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf a certificate, dated as of the Borrowers Effective Date, duly executed and delivered by the Borrower’s and each Facility Guarantor’s Secretary or Assistant Secretary as to (A) no change in the officers’ incumbency delivered at the original closing date for the Credit Agreement, certified by the secretary or assistant secretary of (B) no change in authorizing resolutions delivered at such Borrower or Facility Guarantorclosing date and (C) no change in organizational documents delivered at such closing date or, if any such changes have occurred, attaching new incumbency certificates, authorizing resolutions and/or organizational documents, as they case may be; (evii) the Administrative Agent shall have received any changes to the Charter Documents certificates of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing for the Borrower in its state of such Person;organization, which certificates shall be dated a date not sooner than 30 days prior to Effective Date; and (gviii) such other information, documents, governmental certificates, agreements, and lien searches as the Administrative Agent or any Existing Lender or the New Lender may reasonably request. (b) The Administrative Agent shall have received evidence satisfactory to it that conditions precedent and all other actions necessary for the Second Lien Increase to be funded under the Second Lien Credit Agreement, as amended by the Second Lien Amendment, have been met or have occurred (other than the consents and agreements provided under this Agreement). (c) The Administrative Agent shall have received such title information as the Administrative Agent may reasonably require setting forth the status of title to at least 80% of the Engineered Value of the Oil and Gas Properties evaluated in the Reserve Reports most recently delivered to the Administrative Agent. (d) The representations and warranties in this Agreement shall be true and correct in all material respects. (e) The New Lender shall have received all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). (f) The Borrower shall have paid all fees and expenses required to be paid pursuant to Sections 6 on the closing of this Agreement as separately agreed among the Borrower, the Arranger, the Administrative Agent and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Lien Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective on and as be subject to receipt by the Administrative Agent of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditionsfollowing: (a) This Amendment executed by each of the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) Banks and the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;Co-Agents. (b) An executed Assignment and Acceptance between each of BKB and Fleet Bank, N.A. and NBD and Fleet Bank, N.A., substantially in the Administrative Agent shall have received the favorable written opinion with respect form of Exhibit H to the Amendment executed on the Second Amendment Effective Date Credit Agreement and evidence of consummation of the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers by each such Assignment and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent;Acceptance. (c) Amended and restated Notes reflecting the Administrative Agent shall have received resolutions appropriate amounts after giving effect to each Assignment and Acceptance described in clause (b) above and this Amendment. (d) Repayment by the Borrower to the Banks of any amounts required to be paid pursuant to the terms of the boards Credit Agreement after giving effect to this Amendment. (e) The Borrower Stock Pledge Agreement executed by the Borrower in form and substance satisfactory to the Banks, evidence of directors or other appropriate governing body (or delivery of the appropriate committee thereofstock certificates to the Escrow Agent under and as defined in the Stock Escrow Agreement, dated as of July 11, 1997, among Anicom, Acquisition Corp., the Borrower and Harrxx Xxxst and Savings Bank, as Escrow Agent (the "Escrow Anent"), and stock powers executed in blank by the Borrower. (f) The Registration Rights Agreement, dated as of July 11, 1997 and executed by each of Anicom and the Borrower, a copy of the Borrowers Escrow Agreement and each Facility Guarantor certified by its secretary or assistant secretary as a copy of the Second Amendment Effective DateAsset Purchase Agreement, approving this Amendment dated July 11, 1997 among Anicom, Acquisition Corp., and authorizing the execution and delivery hereofBorrower, each in form and substance reasonably satisfactory to the Administrative Agent; Banks (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agentcollectively, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full;"Sale Documents"). (h) Holdings shall have entered into an amendment The opinion of counsel to the HoldCo Notes Indenture substantially in the form of Exhibit B Borrower with respect to this Amendment, Amendment and such amendment shall become effective on the Second Amendment Effective Date; andother documents evidencing the rights of the Banks and/or the obligations of the Borrower to the Banks upon giving effect to the sale of the EEC division of the Borrower contemplated by 10.5.2 of the Credit Agreement. (i) the Lead Borrower shall have entered into an The amendment fee pursuant to the Senior Notes Indenture substantially in the form Section 3 of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as The effectiveness of the date hereof amendments pursuant to Section 3 above, and the obligation of the 2024 Refinancing Term Lender to make, and the Rollover Term Lenders to exchange the Existing Term Loans for, the 2024 Refinancing Term Loans pursuant to Section 2 above, shall be subject solely to the satisfaction (or, in each case, waiver by the 2024 Refinancing Term Lender) of the following conditions (the date of such satisfaction (or waiver), the “Second Fourth Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) the Administrative Agent (or its counsel) shall have received from (i) each Loan Party party hereto, (ii) the 2024 Refinancing Term Lender and (iii) each other Lender that elects to become a party hereto (by electronic transmission or otherwise), either (x) an executed counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include a copy transmitted by facsimile or other electronic transmission of a signed counterpart of this Amendment, executed and delivered by ) that such party has signed a duly authorized officer counterpart of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agentthis Amendment; (b) the Administrative Agent shall have received (i) a Borrowing Request in respect of the favorable written opinion with respect to 2024 Refinancing Term Loans not later than 1:00 p.m. one Business Day before the Amendment executed on the Second Fourth Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to as such time may be modified by the Administrative Agent and (ii) a prepayment notice in respect of the Lenders and reasonably satisfactory to the Administrative AgentExisting Term Loans; (c) substantially concurrently with the Administrative Agent shall have received resolutions making of the boards of directors 2024 Refinancing Term Loans, the Existing Term Loans (together with any accrued and unpaid interest thereon and all fees or other appropriate governing body (premiums, if any, with respect thereto) shall be repaid or paid, as applicable, in full with the proceeds of the appropriate committee thereof2024 Refinancing Term Loans (including pursuant to the Cashless Rollover Letter) and, if necessary, cash on hand of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative AgentBorrowers; (d) the Administrative Agent (or its counsel) shall have received specimen signatures customary written opinions of officers or other appropriate representatives executing this Amendment on behalf each of (i) Xxxxx Xxxx & Xxxxxxxx LLP, special New York counsel for the Loan Parties, (ii) Ashurst LLP, German counsel for the Loan Parties (but limited to issues of capacity of German Loan Parties), (iii) Buren N.V., Dutch counsel for the Loan Parties, (iv) Xxxxx, Xxxxxxx y Xxxxxxx, S.C., Mexican counsel for the Loan Parties (but limited to issues of capacity of the Borrowers Mexican Loan Parties), (v) Torys LLP, Canadian counsel for the Loan Parties, (vi) Xxxxxx, Xxxxxxx, Arsht & Xxxxxxx LLP, Delaware counsel for the Loan Parties and each Facility Guarantor(vii) Xxxxxxx & Xxxxx LLP, certified by Wisconsin counsel for the secretary or assistant secretary of such Borrower or Facility GuarantorLoan Parties; (e) the Administrative Agent (or its counsel) shall have received any changes a certificate of the Aggregator Borrower, dated the Fourth Amendment Effective Date, certifying, to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct extent reasonably required by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued (i) that either (x) attached thereto is a copy of each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the Secretaries applicable Governmental Authority or (y) there has been no change to such Organizational Document since last delivered to the Administrative Agent, (ii) to the extent not previously delivered to the Administrative Agent and required in respect of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor a Responsible Officer executing this Amendment, as to the due existence signature and incumbency of the Responsible Officers of each Loan Party, (iii) that attached thereto are resolutions of the Board of Directors or, to the extent applicable, of the shareholders of each Loan Party approving, or general powers-of-attorney permitting, and authorizing the execution, delivery and performance of this Amendment, solely to the extent execution and delivery of this Amendment is not authorized by prior resolutions of the applicable Loan Party and (iv) that attached thereto are good standing certificates (to the extent such concept exists) (or the equivalent for any non-U.S. jurisdiction (to the extent such concept exists)) from the applicable Governmental Authority of such Personeach Loan Party’s jurisdiction of incorporation, organization or formation; (f) on and as of the Fourth Amendment Effective Date, after giving effect to this Amendment, no Specified Event of Default shall be continuing; (g) the Administrative Agent shall have received evidence that all fees and expenses required received, at least two Business Days prior to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Fourth Amendment Effective Date Date, all documentation and other information about any Loan Party required by United States or Canadian regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, Title III of the USA Patriot Act and the Canadian AML Act and, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received either (x) a Beneficial Ownership Certification in relation to each Borrower or (y) confirmation from the Aggregator Borrower that the most recent Beneficial Ownership Certificate delivered to the Administrative AgentAgent remains true and correct in all material respects, in each case, as reasonably requested by the Arrangers and the Lenders (or their affiliates) Administrative Agent in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment writing at least five Business Days prior to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Fourth Amendment Effective Date; and (ih) prior to or substantially concurrently with the Lead Borrower Fourth Amendment Effective Date, the Administrative Agent shall have entered into an amendment received all fees and expenses due and payable on or prior to the Senior Notes Indenture substantially in Fourth Amendment Effective Date (or made arrangements therefor satisfactory to the form Administrative Agent), including reimbursement or payment of Exhibit C all reasonable and documented out-of-pocket expenses of the Administrative Agent, to the extent invoiced at least two Business Days prior to the Fourth Amendment Effective Date and required to be paid pursuant to Section 9.03 of the Credit Agreement. By its execution and delivery of this Amendment, the Administrative Agent and such amendment shall become effective on the Second 2024 Refinancing Term Lender agree that each Condition to Effectiveness and all requirements of Section 2.21 of the Credit Agreement have been satisfied or waived by the 2024 Refinancing Term Lender. The Administrative Agent shall, at the Aggregator Xxxxxxxx’s request, confirm the occurrence of the Fourth Amendment Effective Date, and notwithstanding the foregoing, such confirmation and the effectiveness of this Amendment shall be conclusive and binding on each party to this Amendment and each Term Lender who has consented to the terms of this Amendment by delivering a Rollover Consent or otherwise.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (such date being referred to as the “Second Amendment No. 3 Effective Date”) upon the satisfaction (or waiver by the Required Lenders) ), when each of the following conditionsconditions shall have been satisfied: (ai) each Credit Party shall have executed and delivered counterparts of this Amendment to the Term Loan Administrative Agent, (ii) each Consenting Lender and the New Lender shall have executed and delivered counterparts of this Amendment to the Term Loan Administrative Agent and (iii) each Administrative Agent shall have received executed a counterpart of this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) each of the Administrative Agent representations and warranties of each Credit Party contained in Section 4 hereof shall have received the favorable written opinion with respect to be true and correct on and as of the Amendment executed on the Second Amendment No. 3 Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentDate; (c) the Administrative Agent no Default or Event of Default shall have received resolutions of occurred and be continuing on the boards of directors Amendment No. 3 Effective Date or other appropriate governing body (or of after giving effect to the appropriate committee thereof) of New Term Loans made on the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment No. 3 Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Term Loan Administrative Agent shall have received specimen signatures a customary written opinion of officers or other appropriate representatives executing this Amendment on behalf Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, as counsel to the Borrower (and, with respect to the continuing perfection of security interests, the Guarantors), dated as of the Borrowers Amendment No. 3 Effective Date and each Facility Guarantoraddressed to the Administrative Agents, certified by the secretary or assistant secretary of such Borrower or Facility GuarantorNew Lender, the Consenting Lenders and the Revolving Lenders; (ei) the Administrative Agent Amendment No. 3 Lead Arranger shall have received any changes the fees in the amounts previously agreed to in writing with the Charter Documents Borrower to be received on the Amendment No. 3 Effective Date pursuant to that certain Fee Letter, dated as of the Borrowers February 6, 2020 and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (fii) the Term Loan Administrative Agent and the Amendment No. 3 Lead Arranger shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers all reasonable and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all documented out-of-pocket fees and expenses required to be paid or reimbursed on the Amendment No. 3 Effective Date, including pursuant to Sections 6 that certain Engagement Letter, dated as of February 6, 2020 and 7 hereof under Section 11.01 of the Existing Credit Agreement (including the reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Administrative Agents and the Amendment No. 3 Lead Arranger); (f) the Term Loan Administrative Agent (or its counsel) shall have received (i) a certificate of the Borrower, dated as of the Amendment No. 3 Effective Date and executed by a Responsible Officer thereof, which shall (A) certify that (x) either (1) attached thereto is a true and complete copy of the Organizational Documents of the Borrower certified, where applicable, by the Lead Borrower relevant authority of its jurisdiction of organization or (2) the Organizational Documents of the Borrower, delivered on or before the Second Amendment Effective Closing Date to the Term Loan Administrative Agent, have not been amended, repealed, modified or restated and are in full force and effect, and (y) attached thereto is a true and complete copy of the Arrangers resolutions or written consent, as applicable, of its board of directors authorizing the execution and delivery of this Amendment, which resolutions or written consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect as of the Lenders Amendment No. 3 Effective Date, and (or their affiliatesB) in connection with identify by name and title and bear the signatures of the Responsible Officers of the Borrower authorized to sign this Amendment on the Amendment No. 3 Effective Date and (ii) a good standing certificate for the Borrower from the relevant authority of its jurisdiction of organization or incorporation, dated as of a recent date; (g) the Term Loan Administrative Agent shall have received a certificate of the Borrower signed by a Responsible Officer thereof certifying that the conditions set forth in Sections 3(b) and (c) hereof have been paid in fullsatisfied; (h) Holdings shall have entered into an amendment the Borrower shall, substantially concurrently with the Amendment No. 3 Effective Date and after the making of the New Term Loans (i) repay all Original Term Loans outstanding immediately prior to the HoldCo Notes Indenture substantially in Amendment No. 3 Effective Date (other than Converted Term Loans) and (ii) pay to the form Term Loan Administrative Agent, for the ratable benefit of Exhibit B the existing Lenders of Original Term Loans, all accrued and unpaid interest to, but not including, the Amendment No. 3 Effective Date with respect to the Original Term Loans outstanding under the Existing Credit Agreement immediately before giving effect to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and; (i) the Lead Term Loan Administrative Agent shall have received a Borrowing Notice in accordance with the requirements of the Existing Credit Agreement; and (1) Upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Amendment No. 3 Effective Date, the Borrower shall have entered into an amendment provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, in each case at least three Business Days prior to the Senior Notes Indenture substantially Amendment No. 3 Effective Date and (2) At least ten (10) Business Days prior to the Amendment No. 3 Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower; and (k) The Term Loan Administrative Agent shall have received a prepayment notice with respect to the Initial Term Loans (as defined in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateExisting Credit Agreement).

Conditions to Effectiveness. This Second Amendment shall become effective on and as of upon the date hereof (the “Second Amendment Effective Date”) upon on which the satisfaction (or waiver by the Required Lenders) of the following conditionsAdministrative Agent shall have received: (a) the Administrative Agent shall have received this Second Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) written consents to the Administrative Agent shall have received execution of this Second Amendment (“Lender Consent Letters”) from Lenders constituting the Required Lenders; (c) a Tranche B Lender Addendum executed and delivered by each Tranche B Lender and accepted by the Borrower; (d) favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, opinions (addressed to the Administrative Agent and the Lenders and dated the Second Amendment Effective Date) of each of (i) Xxxxxx & Xxxxxx L.L.P., counsel to the Borrower and (ii) Xxxxx Xxxxxxxx, general counsel of the Borrower, in each case, covering such matters relating to the Borrower, the Loan Documents and this Second Amendment as the Administrative Agent shall reasonably request; (e) all fees required to be paid, and all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Agents), on or before the Second Amendment Effective Date; (f) subject to Section 2.2 of the Credit Agreement, as amended hereby, satisfactory evidence that the outstanding principal amount of, and all accrued and unpaid interest and other amounts due and payable on, the Existing Loans shall have been paid in full with the proceeds of the Tranche B Loans or by the Borrower; (g) a copy of the resolutions of the Board of Managers of the Borrower GP, in form and substance satisfactory to the Administrative Agent; (c) , authorizing the Administrative Agent shall have received resolutions execution, delivery and performance of this Second Amendment and the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor Loan Documents, as so amended, certified by its the secretary or assistant secretary to such Board of Managers as of the Second Amendment Effective Date, approving this Amendment which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded and authorizing the execution are in full force and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent;effect; and (dh) the Administrative Agent a certificate duly executed by a Responsible Officer certifying that no Default or Event of Default shall have received specimen signatures of officers or other appropriate representatives executing this Amendment occurred and be continuing on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date or after giving effect to this Second Amendment. The Administrative Agent shall notify the Administrative Agent, the Arrangers Borrower and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment notice shall be conclusive and binding. Notwithstanding the foregoing, this Second Amendment shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on May 19, 2004 and the Second Amendment Effective Dateamendments described herein shall not become effective.

Conditions to Effectiveness. This The effectiveness of this Amendment is subject to the prior or concurrent satisfaction of each of the following conditions and this Amendment shall become effective on and as of the date hereof first Business Day on which the following conditions are satisfied or waived (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) the 3.1 Administrative Agent shall have received received: (i) a copy of this Amendment, Amendment executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any eventBxxxxxxx, each Extended Lender)other Credit Party, together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative AgentRequired Revolving Lenders; (cii) the Administrative Agent shall have received resolutions a duly executed certificate of the boards of directors or other appropriate governing body secretary (or of the appropriate committee thereofsimilar Authorized Signatory) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary Credit Party dated as of the Second Amendment Effective Date, approving including a certificate of incumbency with respect to two or more than two Authorized Signatories of such Person, together with the following items: (A) a true, correct and complete copy of each Organizational Document of such Credit Party as in effect on the Second Amendment Effective Date, (B) certificates of status (or equivalent) for such Credit Party issued by the Secretary of State or similar state official for the state of incorporation, formation or organization of such Credit Party, as applicable, and (C) a true, complete and correct copy of the corporate or other organizational resolutions of such Credit Party authorizing such Credit Party, as applicable, to execute, deliver and perform this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory other Loan Documents to the Administrative Agentwhich such Credit Party is a party; (diii) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor[reserved]; (eiv) the Administrative Agent shall have received any changes to the Charter Documents (i) payment of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before prior to the Second Amendment Effective Date pursuant to that certain Second Amendment Engagement Letter, dated as of 1 April, 2023, between Borrower and the Administrative Agent and (ii) payment of any other fees, costs and expenses required to be paid on or prior to the Second Amendment Effective Date pursuant to any Loan Document, including, without limitation, all reasonable legal fees and documented out of pocket expenses of the Administrative AgentAgent reimbursable under Section 11.2 of the Loan Agreement; and (v) the Administrative Agent shall have received such other certificates, documents and agreements as the Arrangers Administrative Agent or any Lender may reasonably request. 3.2 No Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Amendment. 3.3 All of the representations and warranties under this Amendment and the Lenders other Loan Documents, shall be true and correct as of the date hereof and the Second Amendment Effective Date (or their affiliatesexcept to the extent relating specifically to a specific prior date) in connection with all material respects (provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty shall be true and correct in all respects), both before and after giving effect to this Amendment have been paid and after giving effect to any updates to information provided to the Lenders in full;accordance with the terms of such representations and warranties. (hA) Holdings shall have entered into an amendment Upon the written request of any Lender or the Administrative Agent made at least two (2) Business Days prior to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and , documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws, including the Patriot Act, and (iB) if the Lead Borrower shall have entered into an amendment information in the most recent Beneficial Ownership Certification delivered to Administrative Agent has changed in any respect, a new Beneficial Ownership Certification in relation to the Senior Notes Indenture substantially in Borrower, if the form of Exhibit C Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment The following shall become effective be conditions precedent to the effectiveness of this Agreement: (a) the representations and warranties of AFC, AmeriCredit and the Issuer set forth or referred to in Article 4 hereof shall be true and correct in all material respects on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) as though made on and as of the following conditions: Effective Date (a) except for representations and warranties which relate to a specific date, which shall be true and correct as of such date), and no event which of itself or with the Administrative Agent giving of notice or lapse of time, or both, would constitute a Termination Event shall have received this Amendment, executed occurred and delivered by a duly authorized officer of (a) be continuing on the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative AgentEffective Date; (b) the Administrative Agent Supplemental Fee Letter shall have received been executed and delivered by the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date Issuer and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory AmeriCredit to the Administrative Agent; (c) the Administrative Agent and the Agents shall have received on the Effective Date the following items, each of which shall be in form and substance satisfactory to the Agents: (i) an Officer’s Certificate of AFC confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of AFC only) above; (ii) an Officer’s Certificate of AmeriCredit confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of AmeriCredit only) above; (iii) an Officer’s Certificate of the Issuer confirming the satisfaction of the conditions set forth in clause (a) (as to representations and warranties of the Issuer only) above; (iv) a copy of (A) the charter and by-laws of, and an incumbency certificate with respect to its officers executing any of the Related Documents on the Effective Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the boards Board of directors or other appropriate governing body Directors (or of the appropriate an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Borrowers and each Facility Guarantor Related Documents to which it is party, certified by its secretary authorized officer; (v) a certificate issued no earlier than thirty (30) days prior to the Effective Date by an appropriate Governmental Authority evidencing the legal existence and good standing of each of AFC, the Issuer and AmeriCredit; (vi) the favorable written opinions of counsel for AFC, AmeriCredit, and the Issuer, addressed to the Administrative Agent and each Agent and Purchaser, or assistant secretary accompanied by a letter providing that the Administrative Agent and each Agent and Purchaser may rely on such opinions as if they were addressed to them, and dated as of the Second Amendment Effective Datedate hereof, approving this Amendment and authorizing covering general corporate matters, the due execution and delivery hereofof, and the enforceability of, each in form of the Related Documents to which AFC, AmeriCredit and substance reasonably the Issuer is party, true sale, bankruptcy, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request; (vii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodian Agreement, the Lockbox Account Agreement, the Lockbox Processing Agreement, the Trust Agreement, the Supplemental Fee Letters and the Master Sale and Contribution Agreement; (viii) evidence satisfactory to the Administrative Agent that financing statements duly authorized by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid; (ix) certified copies of requests for information or copies (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 AmeriCredit, the Issuer and AFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, together with copies of such financing statements (none of which, other than financing statements naming the party under the Related Documents to which transfers (including grants of security interests) thereunder purport to have been made shall cover any of the property purported to be conveyed thereunder); (x) counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the Issuer, the Sellers, the Servicer, the Administrative Agent and the Purchasers; (xi) a payoff and termination agreement with respect to the funding commitments and other obligations of the holders of the notes issued by AmeriCredit Master Trust II, executed by AmeriCredit Master Trust II, such holders and such other parties as may be necessary in order to terminate such notes and the related transactions; and (xii) such additional documents, instruments, certificates or letters as the Administrative Agent or any Agent or Purchaser may reasonably request. (d) the Administrative Agent Notes shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of been duly issued in accordance with the Borrowers Sale and each Facility GuarantorServicing Agreement and the Indenture and the Collection Account, certified by the secretary or assistant secretary of such Borrower or Facility GuarantorReserve Account and the Collateral Account shall have been established with the Trustee; (e) the Issuer and AmeriCredit shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent shall have received any changes (for its own account or for the account of the initial Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Purchasers payable by the Servicer or the Issuer, to the Charter Documents of extent provided herein, in connection with the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretarytransactions contemplated hereby; (f) the Administrative Agent and the Agents shall have received certificates issued the following: (i) evidence satisfactory to the Administrative Agent and the initial Agents that the Notes have the Requisite Rating; and (ii) the duly executed Note registered in the name of each Agent as of a recent date by the Secretaries of State nominee on behalf of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as Note Owners in its Purchaser Group in a face amount equal to the due existence and good standing its Maximum Purchase Amount of such Person;Purchaser Group. (g) an amount equal to the Administrative Agent Reserve Account Required Amount shall have been deposited in the Reserve Account; and (h) each initial CP Conduit shall have received evidence satisfactory to such CP Conduit that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof its purchase of Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by the Lead Borrower on Moody’s, Standard & Poor’s or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Dateany other nationally recognized rating agency rating its Commercial Paper Notes.

Conditions to Effectiveness. This Amendment shall become effective on and as The effectiveness of the date hereof (the “Second Amendment Effective Date”) upon this Agreement is subject to the satisfaction (or waiver by the Required Lenders) of all of the following conditionsconditions precedent: (a) the Administrative Agent shall have received this AmendmentAgreement duly executed by the Borrowers, executed the Lenders, the Swing Line Lender and delivered by a duly authorized officer of (a) the Lead Borrower, each L/C Issuer; (b) if requested by any Lender, the other Borrowers, Administrative Agent shall have received for such Lender such Lender’s duly executed Note of each Borrower dated the date hereof and otherwise in compliance with the provisions of Section 1.11 hereof; (c) the Facility Guarantors Administrative Agent shall have received copies of each Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary (or individual holding a comparable position); (d) the Required Lenders Administrative Agent shall have received copies of resolutions (includingor equivalent authorizations) of each Borrower’s Board of Directors (or similar governing body) authorizing the execution, in any event, each Extended Lender)delivery and performance of this Agreement and the other Loan Documents to which it is a party, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s behalf, all schedules certified in each instance by its Secretary or Assistant Secretary or other appropriate officer; (e) the Administrative Agent shall have received copies of the certificates of good standing (or equivalent instrument) for each Borrower (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of state (or equivalent) of the jurisdiction of its incorporation or organization; (f) the Administrative Agent shall have received a list of each Borrower’s Authorized Representatives; (g) the Administrative Agent shall have received payment of all fees payable on the Closing Date to the Administrative Agent pursuant to the BAML Fee Letter; (h) the Administrative Agent shall have received payment of all fees payable on the Closing Date to Bank of America, MLPFS, JPMorgan Chase Bank, N.A., BMO Capital Markets and exhibits hereto PNC Bank, National Association, as Lead Arrangers, and acknowledged by to the Lenders (including upfront fees for the Lenders); (i) the Administrative Agent shall have received payment of all fees and expenses (including without limitation all fees and expenses of U.S. counsel and Canadian counsel to the Administrative Agent) of the Administrative Agent incurred in connection with this Agreement and the transactions contemplated hereby for which (in the case of expenses) an invoice has been submitted to the U.S. Borrower prior to the date hereof; (bj) prior to, or substantially concurrently with the Closing Date, (x) the Refinancing shall have been consummated and all security interests (if any) and guarantees in connection therewith shall be terminated and released and (y) all guarantees in connection with the Existing Term Loan Facility and the Existing Notes shall have been released; (k) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx (a) Wachtell, Lipton, Xxxxx & Xxxxx LLPXxxx, special New York counsel to the Borrowers each Borrower, in form and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably substance satisfactory to the Administrative Agent, (b) Xxxxxx, Halter & Xxxxxxxx LLP, Ohio counsel to the U.S. Borrower and (c) Blake, Xxxxxxx & Xxxxxxx LLP, counsel to the Canadian Borrower; (cl) the Administrative Agent and each Lender shall have received resolutions of the boards of directors or all documentation and other appropriate governing body information requested by it in writing at least ten (or of the appropriate committee thereof10) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory Business Days prior to the Administrative Agent; Closing Date for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than three (d3) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes Business Days prior to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (m) the Administrative Agent has received a certificate of an Authorized Representative of the U.S. Borrower, certifying as of the Closing Date that: (i) each of the Lead Borrower shall have entered into an amendment representations and warranties set forth herein and in the other Loan Documents is true and correct in all material respects as of the Closing Date, except to the Senior Notes Indenture substantially extent the same expressly relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects (and the form Borrowers’ execution and delivery of Exhibit C to this Amendment, Agreement shall constitute a representation and such amendment shall become effective warranty that the condition precedent contained in this subsection (m)(i) has been satisfied on the Second Amendment Effective Datedate of this Agreement); (ii) no Default or Event of Default has occurred and is continuing or would occur as a result of the execution and delivery of this Agreement by the Borrowers or the performance of their respective obligations hereunder;.

Conditions to Effectiveness. This The First Amendment Effective Date shall become effective be the date on and as which all of the date hereof following conditions precedent have been satisfied or have been waived or deferred by Citizens as Administrative Agent (except that item (1) below may not be waived or deferred) (the “Second First Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) the Administrative Agent 1. Citizens shall have received this First Amendment, executed and delivered by a duly authorized officer of each of the Loan Parties and by the Required Lenders. 2. With respect to each Add-on Term Lender other than Citizens (aif any), Citizens shall have received the Add-on Term B Lender Signature Page to First Agreement, executed by such Add-on Term B Lender (which Add-on Term B Lenders may be, but need not be, Lenders under the Existing Credit Agreement). 3. Citizens shall have executed the First Amendment, agreeing to become Collateral Agent and Administrative Agent, and the Add-on Term B Lender Signature Page to First Agreement, agreeing to become an Add-on Term B Lender. 4. The Borrower shall have paid the Lenders, Citizens, and RBSGC, as applicable, the fees, costs and expenses described in Section 6 of this First Amendment and in the Fee Letter executed January 11, 2008 by Citizens, RBSGC and the Parent Borrower. 5. After giving effect to this First Amendment, no Default or Event of Default shall have occurred and be continuing. 6. The Borrower shall have received from One Equity Partners II, L.P. and other current equity holders of the Parent Borrower no less than $210 million of common equity and paid-in-kind preferred equity on terms, and pursuant to documentation, satisfactory to Citizens as Administrative Agent (the “Equity Contribution”). 7. Citizens shall have received on or before the First Amendment Effective Date (except as waived or deferred in the sole discretion of Citizens as Administrative Agent) the Lead Borrowerfollowing, each dated such day (bunless otherwise specified), in form and substance reasonably satisfactory to Citizens as Administrative Agent (unless otherwise specified) the other Borrowers, (c) the Facility Guarantors and (dexcept for the Notes) in sufficient copies for each Lender Party: (i) Notes payable to the Required order of the Add-on Term B Lenders to the extent requested by the Add-on Term B Lenders pursuant to the terms of Section 2.16 of the As-Amended Credit Agreement. (ii) A counterpart to the Security Agreement and such other Loan Documents as Citizens as Administrative Agent may reasonably deem appropriate, duly executed by each domestic Significant Subsidiary of the Parent Borrower (after giving effect to the Merger) that is not an Excluded Portfolio Subsidiary and that has not previously been a Loan Party (each, a “New Loan Party”), together with, for each New Loan Party, such deliveries of information, financing statements, certificates, instruments, documents, and agreements as may be required thereby. (iii) Evidence of the insurance required by the terms of the Security Agreement or Credit Agreement. (iv) Evidence that all other action that Citizens as Administrative Agent may reasonably deem necessary in order to perfect and protect the first priority (subject to Liens permitted under the Loan Documents) liens and security interests created under the Security Agreement has been taken (including, without limitation, receipt of duly executed payoff letters and UCC-3 termination statements). (v) Certified copies of the resolutions of the Board of Directors (or similar governing body, as applicable) of each Loan Party approving the Merger, the First Amendment, the counterpart to the Security Agreement, and each related document to which it is or is to be a party (together, the “Transaction Documents”), and of all documents evidencing other necessary corporate action and governmental and other material third party approvals and consents, if any, with respect to the Merger and the other transactions contemplated by the First Amendment (the “Transaction”) and each Transaction Document to which it is or is to be a party. (vi) A copy of a certificate of (1) the Secretary of State of the jurisdiction of incorporation of each New Loan Party, dated reasonably near the First Amendment Effective Date certifying (A) as to a true and correct copy of the charter of such New Loan Party and each amendment thereto on file in such Secretary’s office and (B) that such amendments are the only amendments to such New Loan Party’s charter on file in such Secretary’s office, and (2) the Secretary of State of the jurisdiction of incorporation of each Loan Party, dated no more than 10 days before the First Amendment Effective Date, certifying that such Loan Party is duly incorporated and in good standing or presently subsisting or existing under the laws of the State of the jurisdiction of its incorporation. (vii) A certificate or certificates of each Loan Party signed on behalf of such Loan Party by its President or Chief Financial Officer and its Secretary or any eventAssistant Secretary, dated the First Amendment Effective Date certifying as to the charter, bylaws, good standing, and existence of such Loan Party, the accuracy of representations and warranties, and the absence of Defaults, and as to the Solvency of the Initial Borrower (individually, and with its Subsidiaries on a Consolidated basis). (viii) A certificate of the Secretary or an Assistant Secretary of each Extended Lender)Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ix) A certified copy of the Merger Agreement, duly executed by the parties thereto, together with all schedules agreements, instruments and exhibits hereto and acknowledged by the Administrative Agent; (b) the other documents delivered in connection therewith as Citizens as Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date request, and the transactions contemplated hereby certified copies of Xxxxxxxx & Xxxxx LLPa certificate of merger or other confirmation, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Citizens as Administrative Agent;, of the consummation of the Merger. (cx) A written certification from the chief financial officers of the Parent Borrower and Subsidiary Borrower, in their capacity as officers that (A) the Administrative Agent shall have received resolutions audited and unaudited financial statements of the boards of directors or other appropriate governing body Parent and its consolidated subsidiaries (or the “Consolidated Group”) delivered in connection with this First Amendment fairly represent in all material respects the financial condition and results of the appropriate committee thereof) of Consolidated Group for the Borrowers periods and each Facility Guarantor certified by its secretary or assistant secretary as of the Second times indicated, (B) after giving pro forma effect to the Transaction, the Consolidated Group is in compliance with the financial covenants set forth in the As-Amended Credit Agreement for the most recent period for which a covenant compliance certificate was required under the Existing Credit Agreement, and (C) the forecasts of the Consolidated Group delivered in connection with this First Amendment Effective Datewere prepared in good faith on the basis of the assumptions stated therein, approving this Amendment which assumptions are fair in light of then existing conditions. (xi) A written certification from the chief financial officers of the Parent Borrower and authorizing Subsidiary Borrower, in their capacity as officers, covering the execution matters described in the definition of “Senior Indebtedness” under the Senior Subordinated Indenture. (xii) Evidence of updated ratings from Xxxxx’x Investors Service Inc. and delivery hereofStandard & Poor’s. (xiii) Favorable opinions of (1) Blank Rome LLP, counsel for the Borrower and (2) to the extent required by Citizens as Administrative Agent in its reasonable discretion, local counsel, in each case, as to such matters Citizens as Administrative Agent may reasonably request, each in form and substance reasonably satisfactory to the Citizens as Administrative Agent;. (dxiv) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S.A. PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001). (xv) Evidence of the completion of all other recordings and filings of or with respect to the Security Agreement that Citizens as Administrative Agent may reasonably deem necessary in order to perfect and protect the security interest created thereunder, and such other documentation, agreements, certificates, and filings similar to those described in Section 3.01 or 5.01 (j) (provided, that Citizens as Administrative Agent may defer the dates on which the matters described therein would otherwise required to be completed) of the Credit Agreement as Citizens as Administrative Agent may reasonably request. 8. Citizens as Administrative Agent shall have received specimen signatures be satisfied that all Debt of officers or OSI and its subsidiaries (other appropriate representatives executing this Amendment on behalf than Debt that will be permitted under Section 5.02(b) of the Borrowers As-Amended Credit Agreement) has been prepaid, redeemed or defeased in full or otherwise satisfied and each Facility Guarantorextinguished and all commitments relating thereto terminated. 9. There shall not have occurred after September 30, certified by 2007 any event, circumstance, development, change or effect, or aggregation of events, circumstances, developments, changes or effects, that has or have had or would reasonably be expected to have, individually or in the secretary aggregate, a material adverse effect on (A) the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or assistant secretary otherwise) or prospects of such the Consolidated Group, taken as a whole, (B) the ability of any Borrower or Facility Guarantor; any Guarantor to perform its obligations under the Documentation, or (eC) the rights and remedies of the Lenders under the Documentation for the First Amendment (a “Material Adverse Effect”), whether or not covered by insurance (it being agreed that the impairment of purchased accounts receivable of the Consolidated Group, to the extent previously reported to the Lenders in writing, shall not constitute an event, circumstance, development, change or effect that has or would reasonably be expected to have, a Material Adverse Effect). 10. There shall exist no action, suit, investigation or proceeding pending or, to the knowledge of any of the Consolidated Group, threatened in any court or before any arbitrator or governmental authority that (i) could reasonably be expected to result in a Material Adverse Effect, or (ii) purports to adversely affect the Term B Loans or any other aspect of the Transaction. 11. All governmental, shareholder and material third party consents (including Xxxx-Xxxxx-Xxxxxx clearance and including any consents or amendments (if any) that may be required with respect to the Existing Credit Agreement and the Equity Contribution) and approvals necessary in connection with the Transaction, and expiration of all applicable waiting periods without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on any of the Consolidated Group or the Transaction or that would seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of Citizens as Administrative Agent could have such effect. 12. Citizens as Administrative Agent shall have be reasonably satisfied with all other agreements entered into in connection with the Merger (including all schedules and exhibits thereto) which shall provide for the aggregate cash purchase price to be received any changes by OSI, and all other agreements, instruments and documents relating to the Charter Documents of Transaction (it being agreed that the Borrowers Merger Agreement is satisfactory); and each Facility Guarantor since the Closing DateMerger Agreement and such other agreements, certified as true instruments and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as documents relating to the due existence and good standing of such Person; (g) the Administrative Agent Transaction shall have received evidence that all fees and expenses required to not be paid pursuant to Sections 6 and 7 hereof altered, amended or otherwise changed or supplemented in any manner deemed by the Lead Borrower on or before the Second Amendment Effective Date Arranger to be materially adverse to the Administrative AgentAdd-on Term B Lenders, nor any condition therein waived without the Arrangers and prior written consent of the Lenders (or their affiliates) in connection with this Amendment Lead Arranger. The Merger shall have been paid consummated in full; (h) Holdings shall have entered into an amendment to accordance with the HoldCo Notes Indenture substantially terms thereof concurrently with the consummation of the other aspects of the Transaction and in the form of Exhibit B to this Amendment, compliance with applicable law and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Dateregulatory approvals.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions: (a) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead BorrowerCompany, (b) the other Borrowers, Canadian Borrower and (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender)Lenders, together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) The Administrative Agent shall have received executed counterparts to the Guarantee and Collateral Agreement Acknowledgements from each Loan Party substantially in the form attached hereto as Exhibit B. (c) the Administrative Agent shall have received the favorable written opinion opinions with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx (i) O’Melveny & Xxxxx Mxxxx LLP, special counsel to the Borrowers Company and its Subsidiaries, addressed to the Administrative Agent and the Facility GuarantorsLenders and reasonably satisfactory to the Administrative Agent and (ii) Sxxxxxx & Gxxxxxx LLP and Blake, Cxxxxxx & Gxxxxxx LLP, each local counsel to the Company and its Subsidiaries, each addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (cd) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor Loan Parties certified by its secretary or assistant secretary secretary, dated as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (de) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility GuarantorLoan Parties, certified by the secretary or assistant secretary of each such Borrower or Facility GuarantorLoan Party; (ef) the Administrative Agent shall have received any changes to the Charter Documents certificate of the Borrowers and incorporation, by-laws, or similar constitutive document or agreement of each Facility Guarantor since the Closing DateLoan Party, certified as true and correct complete by its secretary or assistant secretary; (fg) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor Loan Parties as to the due existence and good standing of such Person; (gh) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 5 and 6 and 7 hereof by the Lead Borrower Company on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers Agent and the Lenders (or their respective affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower Administrative Agent shall have entered into an amendment received, at least five days prior to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and Canadian AML Legislation.

Conditions to Effectiveness. This The amendments provided for in this Amendment shall become effective on and take effect as of the date hereof (the “Second of Third Amendment Effective Date”Date (as defined above) upon the satisfaction (or waiver by the Required Lenders) of the following conditionsconditions precedent: (a) the Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and delivered by a duly authorized officer each of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) Guarantors, the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent, and this Amendment shall be in full force and effect; (b) execution and delivery of that certain letter agreement dated as of June 27, 2011 (the Administrative Agent shall have received the favorable written opinion with respect to the “Third Amendment executed on the Second Amendment Effective Date Fee Letter”), by and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to among the Administrative Agent, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, and the Borrowers; (c) the Administrative Agent Borrowers shall have received resolutions paid the Administrative Agent, for the account of the boards of directors or other appropriate governing body Lenders (or of as defined in the appropriate committee thereofAmendment Fee Letter), the Amendment Fees (as defined in the Third Amendment Fee Letter) of due on the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Third Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures a certificate of officers the authorized officer of each Borrower and each Guarantor dated as of the Third Amendment Effective Date certifying as to (i) no amendments, modifications or supplements to the Governing Documents of any Borrower or Guarantor since the last delivery of such Governing Documents by such Loan Party to the Administrative Agent and that such Governing Documents are in full force and effect or attaching complete and certified copies of such Governing Documents including any amendments, modifications or supplements thereto (including certifications of such Governing Documents by the appropriate Governmental Authority of such Person’s jurisdiction of formation or organization), (ii) all corporate or other appropriate representatives executing this Amendment on behalf organizational actions taken by each of the Borrowers and Guarantors authorizing the execution, delivery, and performance of this Amendment and the other Amendment Documents and attaching copies of the board minutes and/or resolutions relating to such authorization and (iii) the names, titles, incumbency, and specimen signatures of the authorized officers of each Facility Guarantor, certified by of the secretary or assistant secretary Borrowers and the Guarantors authorized to sign this Amendment and the other Amendment Documents on behalf of such Borrower or Facility GuarantorPerson; (e) there shall not have occurred (i) a Material Adverse Effect since December 31, 2010 or (ii) a material adverse change in the facts and information regarding the Borrowers and Guarantors represented to date to the Administrative Agent shall have received any changes to and the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretaryLenders; (f) the absence of any action, suit, investigation or proceeding pending, or to the knowledge of the Borrowers, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to (i) have a Material Adverse Effect on the business, assets, properties, liabilities (actual and contingent), operations, condition (financial or otherwise) or prospects of CAI and its Subsidiaries, taken as a whole, (ii) adversely affect the ability of either Borrower or any Guarantor to perform its obligations under the Loan Documents or (iii) adversely affect the rights and remedies of the Administrative Agent shall have received certificates issued as of a recent date by or the Secretaries of State of Lenders under the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person;Loan Documents; and (g) the Administrative Agent Borrowers shall have received evidence that all fees and expenses required paid to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on Lenders or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers as appropriate, any and the Lenders (all fees due on or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment prior to the HoldCo Notes Indenture substantially in date hereof, together with the form reasonable fees, expenses and disbursements of Exhibit B the Administrative Agent's Special Counsel with respect to this Amendment, and such amendment shall become effective which the Borrowers have received invoices on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment or prior to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Third Amendment Effective Date.

Conditions to Effectiveness. This Second Amendment shall become effective on and as of the date hereof (the “Second Amendment Effective Date”) only upon the satisfaction (or waiver by the Required Lenders) of all of the following conditionsconditions precedent: (aA) the The parties hereto shall have duly executed and delivered this Second Amendment. (B) The Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions certificate of the boards of directors Secretary or other appropriate governing body (or Assistant Secretary of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary Fund dated as of the Second Amendment Effective Date, approving certifying (i) that attached thereto are true and complete copies of the resolutions of the board of trustees of the Fund authorizing the execution, delivery and performance by the Fund of this Second Amendment and authorizing borrowing under the execution Agreement as amended hereby, (ii) that said resolutions are all of the resolutions adopted by the board of trustees of the Fund in connection with the transactions contemplated hereby and delivery hereofare in full force and effect without modification as of such date, each in form and substance reasonably satisfactory (iii) that the Fund's By-laws either are attached to such certificate, or to the Administrative Agent;extent not attached have not been amended since the Closing Date, (iv) that its charter or certificate, as the case may be, either is attached to such certificate or to the extent not attached has not been amended since the Closing Date, and (v) as to the incumbency and signatures of each of its officers executing this Second Amendment and any other documents to which it is a party. (dC) the The Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of from the Borrowers the fees and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor;expense reimbursements referred to under Section 6 hereof. (eD) the The Administrative Agent shall have received any changes (i) a duly executed Designation of New Borrowers in the form of Exhibit 9.16(a) of the Agreement (with a copy of the Agreement attached thereto) with respect to the Charter Documents of addition of: Xxxxxxxx-Xxxxxxxxx Global Blue Chip Fund Xxxxxxxx-Xxxxxxxxx Emerging Markets Bond Fund Xxxxxxxx-Xxxxxxxxx Large Cap Portfolio A Xxxxxxxx-Xxxxxxxxx Large Cap Portfolio B Xxxxxxxx-Xxxxxxxxx Large Cap Portfolio C Xxxxxxxx-Xxxxxxxxx Large Cap Qualified Portfolio (collectively, the Borrowers "ADDITIONAL BORROWERS"); (ii) with a copy for each Lender, true and each Facility Guarantor since the Closing Datecorrect copies, certified as true to authenticity by the Fund, of each Additional Borrower's most recent: prospectus; Administration Agreement; Custody Agreement; Distribution Agreement; registration statement; annual and correct by its secretary or assistant secretary; semi-annual financial reports; debt instruments, security agreements and other material contracts to which it is a party; and publicly available financial information (fwhich includes a list of portfolio securities); (iii) the Administrative Agent shall have received certificates issued as Investment Advisory Agreement of a recent date by NAIT with respect to the Secretaries series of State NAIT in which the assets of each Additional Borrower (other than Xxxxxxxx-Xxxxxxxxx Global Blue Chip Fund and Xxxxxxxx-Xxxxxxxxx Emerging Markets Bond Fund) are invested; and (iv) an executed legal opinion of counsel to the respective jurisdictions of formation of the Borrowers Fund and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Additional Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B 4.1(h) to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; andAgreement. (iE) the Lead Borrower The Administrative Agent shall have entered into an amendment to received such other documents, opinions, approvals or appraisals as the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateAdministrative Agent may reasonably request.

Conditions to Effectiveness. This The effectiveness of this Amendment and the establishment of the Incremental Term B-1 Commitments and the obligations of the Incremental Term B-1 Lender to make the Incremental Term B-1 Loans shall become effective on and as of the date hereof first Business Day (such date, the “Second Amendment No. 2 Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of on which the following conditionsconditions are satisfied or waived: (ai) the Administrative Agent (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of (A) the Administrative Agent, (B) the Incremental Term B-1 Lender, (C) the Borrower and (D) each Guarantor; (ii) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer notice of Borrowing for the Incremental Term B-1 Loans in accordance with the Credit Agreement; (aiii) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent;’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified: (bA) a favorable opinion of Xxxxx Day, counsel for the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLPLoan Parties, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in a form and substance reasonably satisfactory to the Administrative Agent; (dB) a certificate from a Responsible Officer of the each Loan Party dated as of the Amendment No. 2 Effective Date, and attaching the documents referred to in clause (C) below; (C) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf (i) resolutions of the Borrowers Board of Directors and/or similar governing bodies of each Loan Party approving and each Facility Guarantorauthorizing (a) the execution, delivery and performance of the Amendment (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the extensions of credit contemplated hereunder, certified as of the Amendment No. 2 Effective Date by the its secretary, an assistant secretary or assistant secretary a Responsible Officer as being in full force and effect without modification or amendment and (ii) a good standing certificate as of such Borrower a recent date from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or Facility Guarantorformation; (eD) (x) before and after giving effect to this Amendment, the establishment of the Incremental Term B-1 Commitments and the borrowing of Incremental Term B-1 Loans and the application of any proceeds therefrom (i) no Default or Event of Default shall exist and (ii) all of the representations and warranties contained in this Amendment, the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (y) the condition set forth in Section 2.14(a)(iv) of the Credit Agreement is satisfied with respect to this Amendment; (E) the Administrative Agent shall have received any changes from the Borrower an Officer’s Certificate certifying as to compliance with the Charter Documents preceding clause (D) above; and (F) the representations and warranties of the Borrowers and each Facility Guarantor since the Closing Date, certified as Loan Party set forth in Section 4 below shall be true and correct by its secretary or assistant secretaryin all material respects; (fiv) the fees in the amounts previously agreed in writing by the Amendment No. 2 Arrangers to be received on the Amendment No. 2 Effective Date and all reasonable and documented or invoiced out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, as counsel to the Amendment No. 2 Arranger) incurred in connection with the transactions contemplated hereby for which invoices have been presented at least one (1) Business Day prior to the Amendment No. 2 Effective Date shall, upon the Borrowing of the Incremental Term B-1 Loans, have been, or will be substantially simultaneously, paid in full; and (v) the Administrative Agent shall have received certificates issued as of a recent date “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Secretaries Borrower and (y) evidence of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor insurance as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date Credit Agreement in form and substance satisfactory to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as upon the receipt by the Administrative Agent of each of the date hereof (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditionsfollowing: (a) a fully-executed counterpart hereof signed by the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors each Guarantor and (d) the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by the Administrative Agent; (b) for each Borrower and each Guarantor, a certificate in form and substance reasonably satisfactory to the Administrative Agent certified by an officer of such entity attaching (i) a certified copy or a file stamped copy from the Secretary of State of the state of incorporation (or formation), as applicable, of (x) such entity’s certificate or articles of incorporation (or certificate or articles of organization, as applicable), and (y) a good standing certificate for such entity, each of which shall have received the favorable written opinion with respect be certified as of a date which is no more than twenty days prior to the date hereof, (ii) the bylaws (or operating agreement, as applicable) of such entity, (iii) authorizing resolutions of board of directors (or manager, as applicable) of such entity, (iv) an incumbency certificate for the officers of such entity authorized to sign this Amendment and (v) foreign qualifications for each such entity in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (c) a fully executed on Assignment and Assumption Agreement, executed by each of the Second Assignors identified therein and each of the Assignees identified therein, in form and substance reasonably satisfactory to the Administrative Agent, which Assignment and Assumption Agreement shall be effective substantially contemporaneously with this Amendment; (d) fully executed Notes executed by the Borrowers in favor of each Lender requesting a Note; (e) receipt by the Administrative Agent of the notes existing under the Credit Agreement prior to the Third Amendment Effective Date Date; (f) payment of all accrued and unpaid interest and fees through the transactions contemplated hereby Third Amendment Date; (g) a favorable opinion of Xxxxx Xxxxxx Xxxxxxxx & Xxxxx LLP, special counsel to for the Borrowers and the Facility GuarantorsGuarantors in form, addressed to the Administrative Agent scope and the Lenders and substance reasonably satisfactory to the Administrative Agent; (ch) an amended and restated fee letter, executed by each of the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, and payment of the fees specified therein; (i) payment by wire transfer in immediately available funds of the upfront fee in an amount equal to $300,000 for the pro rata account of the Lenders; (j) all reasonable unpaid fees and expenses of the Administrative Agent’s counsel, Xxxxxx, Xxxxx & Bockius LLP, shall have been paid; (k) the Security Documents shall be effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral. All filings, recordings, deliveries of instruments and other actions necessary in the reasonable opinion of the Administrative Agent to protect and preserve such security interests shall have been duly effected. The Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each evidence thereof in form and substance reasonably satisfactory to the Administrative Agent; (dl) the Administrative Agent shall have received specimen signatures of officers a UCC-1 financing statement from each New Subsidiary in form and substance reasonably satisfactory to the Administrative Agent and is hereby authorized by such New Subsidiary to file the UCC-1 financing statement or other appropriate representatives executing this Amendment on behalf to take such actions necessary to complete the filing of the Borrowers and each Facility Guarantor, certified by UCC-1 financing statement in accordance with the secretary or assistant secretary of such Borrower or Facility GuarantorGuarantor Stock Pledge Agreement; (em) the Administrative Agent shall have received any changes from each New Subsidiary the results of Uniform Commercial Code searches with respect to the Charter Documents of Collateral, indicating no liens other than Permitted Liens and otherwise in form and substance reasonably satisfactory to the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretaryAdministrative Agent; (fn) the Administrative Agent shall have received certificates issued as of a recent date by from the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as Guarantors an updated Annex A to the due existence and good standing of such PersonBorrower Stock Pledge Agreement, attached hereto as Exhibit D; (go) the Administrative Agent shall have received evidence that all fees stock certificates representing (i) 100% of the issued and expenses required to be paid outstanding Stock of M&S Texas and (ii) 100% of the Class A Stock of the Stock of National Harbor, in each case, pledged by XxXxxxxxx & Xxxxxxx Acquisition Corp. pursuant to Sections 6 the Guarantor Stock Pledge Agreement together with an instrument of transfer duly executed in blank and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date otherwise, in form and substance satisfactory to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date; and (ip) such other approvals or documents as the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateAdministrative Agent may reasonably request.

Conditions to Effectiveness. This Eighth Amendment shall will become effective as of the date hereof upon receipt by the Administrative Agent of the following: (a) fully-executed original counterparts of this Eighth Amendment executed by the Borrower, the Lenders and the Administrative Agent dated as of the date hereof executed by the Borrower, the Administrative Agent and the Custodian; (b) a Form FR U-1 for each Lender, duly executed and delivered by the Borrower; (c) the receipt by the Administrative Agent of a signed certificate from a Responsible Officer of the Borrower in form and substance satisfactory to the Administrative Agent and dated the date hereof certifying (i) as to the incumbency of, and bearing specimen signatures of, the Responsible Officers of the Borrower or other authorized persons who are authorized to execute and take actions under this Eighth Amendment and the Loan Documents for the Borrower (or a certification from such Responsible Officer that the Responsible Officers and other persons who were identified in the certificate dated September 21, 2020 and delivered to the Administrative Agent pursuant to Section 2(b) of the Amendment No. 7 to the Credit Agreement dated as of September 21, 2020 by and among the Borrower, the Lenders and the Administrative Agent the (the “Seventh Amendment Closing Certificate”), remain authorized to execute and take actions under this Eighth Amendment and the Loan Documents), (ii) and attaching the Organizations Documents of the Borrower (or a certification from such Responsible Officer that no changes to the Organizational Documents have been made to any such documents since such documents were delivered to the Administrative Agent and attached to the certificate dated July 8, 2020 and delivered to the Administrative Agent pursuant to Section 12(b) of the Amendment No. 5 to the Credit Agreement dated as of July 8, 2020 by and among the Borrower, the Lenders and the Administrative Agent (the “Fifth Amendment Closing Certificate) or the Sixth Amendment Closing Certificate), (iii) to and attaching a copy of the resolutions of the board of trustees of the Borrower (the “Resolutions”) approving and adopting this Eighth Amendment and the documents being delivered in connection herewith to which the Borrower is a party and authorizing the execution and delivery thereof, certified by a Responsible Officer of the Borrower to be true and correct and in force and effect as of the date hereof, and (iv) that, before and after giving effect to the transactions contemplated hereby, (1) the representations and warranties made by the Borrower herein, in the Credit Agreement and each of the other Loan Documents are true and correct on and as of the date hereof, and with the same force and effect as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (2) no Default or Event of Default has occurred and is continuing and (3) as to the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) solvency of the following conditions:Borrower; (a) the Administrative Agent shall have received this Amendment, executed and delivered by a duly authorized officer of (a) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (d) a certificate of good standing and legal existence for the Required Lenders (including, in any event, each Extended Lender), together with all schedules and exhibits hereto and acknowledged by Borrower issued as of a recent date from the Administrative AgentSecretary of State of the Commonwealth of Massachusetts; (be) a legal opinion dated as of the Administrative Agent shall have received the favorable written opinion with respect to the Amendment executed on the Second Amendment Effective Date and the transactions contemplated hereby date hereof, of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility GuarantorsBorrower, addressed to the Administrative Agent and the Lenders and reasonably satisfactory to the Administrative Agent; (c) the Administrative Agent shall have received resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary as of the Second Amendment Effective Date, approving this Amendment and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretaryLender; (f) payment to the Administrative Agent shall have received certificates issued as for the pro rata accounts of each Lender a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and non-refundable upfront fee equal to ten (10) basis points on each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment have been paid in full; (h) Holdings shall have entered into an amendment to the HoldCo Notes Indenture substantially in the form of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateBank’s Revolving Commitment; and (i) the Lead Borrower shall have entered into an amendment to the Senior Notes Indenture substantially in the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective Date.

Conditions to Effectiveness. This Amendment shall become effective on and as the date when each of the date hereof following conditions precedent have first been satisfied (the “Second Amendment Effective Date”) upon the satisfaction (or waiver by the Required Lenders) of the following conditions:): (a) the Administrative Agent shall have received (i) this Amendment, duly executed and delivered by the Borrower, the Issuers, the Swing Loan Lender and the Administrative Agent, (ii) (A) New Revolving Credit Lender Addenda, in the form attached hereto as Annex A (the “New Revolving Credit Lender Addendum”) and (B) Extending Revolving Credit Lender Consents, in the form attached hereto as Annex B (the “Extending Revolving Credit Lender Consents”) in each case, duly executed and delivered by a duly authorized officer combination of new and existing Lenders whose aggregate Revolving Credit Commitments is equal to $800,000,000 (athe “Consenting Lenders”) the Lead Borrower, (b) the other Borrowers, (c) the Facility Guarantors and (diii) the Required Lenders (includinga Reaffirmation Agreement, in any eventthe form attached hereto as Annex C, each Extended Lender), together with all schedules duly executed and exhibits hereto and acknowledged delivered by the Administrative AgentBorrower and each Guarantor; (b) the Administrative Agent shall have received the favorable written opinion legal opinions with respect to the Amendment executed on the Second each Loan Party, dated as of Amendment Effective Date and the transactions contemplated hereby of Xxxxxxxx & Xxxxx LLP, special counsel to the Borrowers and the Facility Guarantors, addressed to the Administrative Agent and Agent, the Lenders and the Issuers, in form and substance reasonably satisfactory acceptable to the Administrative Agent;. (c) the Administrative Agent shall have received resolutions (i) a copy of a certificate from the boards Secretary of directors State or other appropriate governing body applicable office in the jurisdiction of incorporation or organization of each Loan Party attesting to the good standing of such Loan Party and (ii) a certificate from the Secretary or Assistant Secretary of the appropriate committee thereof) of the Borrowers and each Facility Guarantor certified by its secretary or assistant secretary such Loan Party, dated as of the Second Amendment Effective Date, approving this Amendment Date and authorizing the execution and delivery hereof, each in form and substance reasonably satisfactory to the Administrative Agent, certifying (A) the names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver the Amendment and any other document required to be delivered by or on behalf of such Loan Party, (B) the articles of incorporation or other equivalent Constituent Document of such Loan Party as in effect on the date of such certification (or, alternatively, certifying that there have been no amendments or other modifications made to such Constituent Document since the Effective Date), (C) the bylaws or other equivalent Constituent Document of such Loan Party as in effect on the date of such certification (or, alternatively, certifying that there have been no amendments or other modifications made to such Constituent Document since the Effective Date), (D) resolutions of such Loan Party’s Board of Directors approving and authorizing the execution, delivery and performance of the Amendment and any other document required to be delivered by or on behalf of such Loan Party; (d) the Administrative Agent shall have received specimen signatures of officers or other appropriate representatives executing this Amendment on behalf of the Borrowers and each Facility Guarantor, certified by the secretary or assistant secretary of such Borrower or Facility Guarantor; (e) the Administrative Agent shall have received any changes to the Charter Documents of the Borrowers and each Facility Guarantor since the Closing Date, certified as true and correct by its secretary or assistant secretary; (f) the Administrative Agent shall have received certificates issued as of a recent date by the Secretaries of State of the respective jurisdictions of formation of the Borrowers and each Facility Guarantor as to the due existence and good standing of such Person; (g) the Administrative Agent shall have received evidence that all fees and expenses (including, to the extent invoiced, the reasonable fees and expenses of Weil, Gotshal & Xxxxxx LLP) payable in connection with this Amendment or otherwise required to be paid pursuant to Sections 6 and 7 hereof by the Lead Borrower on or before the Second Amendment Effective Date to the Administrative Agent, the Arrangers and the Lenders (or their affiliates) in connection with this Amendment Existing Facility shall have been paid in full; (he) Holdings each Non-Consenting Lender (as defined below) shall have entered into received payments of all Loans held by it and all accrued and unpaid interest and fees with respect thereto through the date of the Amendment as contemplated by Section 3(c) below; (f) each Lender shall have received an amendment fee of 0.25% of the aggregate amount of the Revolving Credit Commitments of such Lender on the Amendment Effective Date after giving effect to the HoldCo Notes Indenture substantially Amendment; (g) each the representations and warranties set forth in the form Section 4 hereof shall be true and correct as of Exhibit B to this Amendment, and such amendment shall become effective on the Second Amendment Effective Datedate; and (ih) the Lead Borrower no Default or Event of Default shall have entered into an amendment occurred and be continuing as of such date. Furthermore this Amendment is subject to the Senior Notes Indenture substantially in provisions of Section 11.1 of the form of Exhibit C to this Amendment, and such amendment shall become effective on the Second Amendment Effective DateCredit Agreement.