Common use of Conditions to Effectiveness Clause in Contracts

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment Agreement shall become be effective as of upon the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement by the Administrative Agent, each Lender and the Borrower; (ii) Notes executed by the Borrower in favor of each Lender requesting a Note; (iii) copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state of its incorporation, and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Closing Date; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly incorporated, and that the Borrower is validly existing, in good standing and qualified to engage in business in its state of incorporation; (vi) favorable opinions of Shearman & Sterling LLP and Xxxxxxxx Xxxxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative Agent; and (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) the current Debt Ratings and (B) that attached thereto is a true, complete and correct copy of the Rockwood Acquisition Agreement. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) [Reserved]. (d) The Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (e) At least three Business Days prior to the Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information about the Borrower, Rockwood and their respective Subsidiaries as has been reasonably requested by the Administrative Agent or the Arranger in writing at least 10 Business Days prior to the Closing 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 PATRIOT Act. Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day notice from such Lender prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or proposed Closing Date specifying its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction or waiver of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following: (i) counterparts of this Agreement executed by a Responsible Officer of each Loan Party and by each of the other parties to this Agreement; (ii) (A) the Audited Financial Statements; (B) the Quarterly Financial Statements (if any); and (C) the Pro Forma Balance Sheet, in each case, which the Administrative Agent shall have received counterparts promptly deliver to any requesting Lender; and (iii) at least three Business Days prior to the execution and delivery of this Amendment duly executed Agreement, all documentation and delivered other information required by regulatory authorities with respect to the Loan Parties reasonably requested by the BorrowerLenders at least 10 Business Days prior to the execution and delivery of this Agreement under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, which documentation and other information the Administrative Agent, each Issuing Bank and each Bank;Agent shall promptly deliver to any requesting Lender. (b) All fees required to be paid to the Administrative Agent Agents, Syndication Agent, Documentation Agents, Senior Co-Manager, Co-Manager and Arrangers on or before the date of execution and delivery of this Agreement shall have received been paid; (iii) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower Lenders on or before the date that is one of execution and delivery of this Agreement shall have been paid; and (iii) all out-of- pocket expenses of the Agents (including the reasonable fees, charges and disbursements of counsel to the Agents) required to be paid or reimbursed by the Borrower on the date of execution and delivery of this Agreement shall have been paid, to the extent invoiced at least three Business Day Days prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, execution and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the prior satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"Third Amendment Effective Date"): (a) The Borrower shall have delivered to the Administrative Agent shall have received counterparts executed copies of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Amendment. (b) The Required Lenders, the Agents and the Issuing Lender shall have each delivered to the Administrative Agent an executed original or facsimile of a counterpart of this Amendment. (c) The Borrower shall have received delivered to the Administrative Agent executed copies of all documents, instruments and agreements, if any, required in order for the Borrower and its Subsidiaries to be in full compliance with the requirements of subsection 6.10 of the Credit Agreement as of the Third Amendment Effective Date (without giving effect to the thirty (30) day delivery period referenced in such subsection 6.10, but after giving effect to any acquisitions that are consummated on or prior to such date); provided that (i) all fees any Mortgages (and related documentation), (ii) legal opinions and (iii) security documentation regarding newly-acquired Intellectual Property required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented this subsection (c) may be delivered to the Borrower Administrative Agent within thirty (30) days after the Third Amendment Effective Date. Filings of UCC financing statements may also be accomplished during such thirty (30) day period, provided that they are executed and delivered to the Administrative Agent on or before the date that is one Business Day prior to the date hereof; Third Amendment Effective Date. The time periods set forth in this subsection (c) may be extended by the Agents in their discretion, with notice thereof to each of the Lenders. (d) The Administrative Agent shall have received an executed legal opinionevidence satisfactory to the Administrative Agent that the Boards of Directors of Holdings and the Borrower have duly authorized the execution, dated as of the Amendment Effective Date, delivery and performance of (i) Xxxxx Xxxxx L.L.P.this Amendment, special (ii) the acquisition of Southern California Microwave, Inc. and the assets of the satellite transmission services division of California Microwave, Inc. and (iii) any other agreements and documents to be delivered to the Administrative Agent on the Third Amendment Effective Date. (e) The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Board of Directors of Southern California Microwave, Inc. has duly authorized the execution, delivery and performance of the Subsidiary Guarantees and the Subsidiary Pledge and Security Agreement. (f) The Administrative Agent shall have received a legal opinion addressed to the Agents, the Arranger, the Lenders and the Issuing Bank from Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;. (dg) the Administrative Agent The Borrower shall have received a certificate dated executed Revolving Credit Notes for the benefit of each Revolving Credit Lender in such amount as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of across from such Revolving Credit Lender's name on Schedule I to the Credit Agreement shall have been satisfied(as amended pursuant to this Amendment).

Conditions to Effectiveness. This Amendment shall become effective on the date (such date, the “Amendment No. 8 Effective Date”) upon which each of the conditions precedent set forth below have been satisfied: 6.1 The Successor Agent and the Required Lenders shall have received a counterpart of this Amendment signed by each of the Successor Agent, the Required Lenders and the Borrower. 6.2 The Successor Agent (A) shall have received that certain Fee Letter, dated as of the date first written above hereof (the “Amendment Effective DateSuccessor Agent Fee Letter”) when), and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by a duly authorized officer of the Borrower, the Administrative Agent, each Issuing Bank Borrower and each Bank; (bB) the Administrative Agent shall have received (i) all fees required to be paid by from the Borrower payment in immediately available funds of any amounts payable on the date hereof pursuant to fee letters executed the terms of the Successor Agent Fee Letter, and delivered by any other amounts payable on the Borrower date hereof to it as Successor Agent in connection accordance with the Amended Credit Agreement and (ii) Agreement, including all reasonable and documented out-of-pocket third-party fees and expenses incurred by the Successor Agent in connection with this Amendment and the transactions contemplated hereby, including, without limitation, reasonable and documented out-of-pocket attorneys’ fees and expenses incurred by the Successor Agent in connection with this Amendment. 6.3 All fees (including, without limitation, all fees, charges and disbursements of counsel to the Resigning Agent) due to the Resigning Agent to the extent invoiced at least two (2) Business Days prior to the Amendment No. 8 Effective Date (except as otherwise reasonably agreed by the Borrower), required to be paid by on the Borrower to the Administrative Agent pursuant to Section 10.5 Amendment No. 8 Effective Date and (y) all fees and expenses of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionAd Hoc Group Advisors, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedpaid on Amendment No. 8 Effective Date.

Conditions to Effectiveness. This Amendment (including the Amended Credit Agreement) shall become effective as of when the date first written above following conditions have been satisfied or waived (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the The Administrative Agent shall have received counterparts (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Amendment duly executed and delivered by the Borrower(i) each Loan Party, (ii) the Administrative Agent, each Issuing Bank (iii) the Swing Line Lender and each Bank;(iv) the Lenders constituting at least the Requisite Lenders under the Existing Credit Agreement, in the case of this clause (iv), prior to 5:00 p.m., New York City time, on December 9, 2015 (the “Consent Deadline”). (b) The Replacement Lenders shall have, immediately prior to the effectiveness of this Amendment, paid to each Non-Consenting Lender all amounts required to be paid by the applicable Replacement Lender pursuant to Section 11.1(c) of the Existing Credit Agreement in order to give effect to the transaction contemplated by Section 2(c) of this Amendment. (c) The Borrower shall have paid all fees and reasonable expenses (including, without limitation, reasonable fees and expenses of counsel) of the First Amendment Arrangers, the Administrative Agent and the Lenders, as applicable, to the extent required pursuant to Section 11.3 of the Existing Credit Agreement or the First Amendment Engagement Letter, as applicable, and invoiced to the Borrower on or before the Effective Date. (d) The Administrative Agent shall have received written opinions of Weil, Gotshal & Xxxxxx LLP and counsel to the Loan Parties in each of the jurisdictions listed on Schedule 3.1(a) to the Existing Credit Agreement, in each case, addressed to the Administrative Agent, the Issuers and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to the Administrative Agent). (e) The Administrative Agent shall have received (i) all fees required to be paid copies of each Constituent Document of each Loan Party, certified as of a recent date by the Borrower pursuant Secretary of State of the state of organization of such Loan Party, together with certificates of such official attesting to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and good standing of each such Loan Party; (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or an Assistant Secretary of each Loan Party certifying the Borrower certifying names and true signatures of each officer of such Loan Party that has been authorized to execute and deliver this Amendment or any other Loan Document required to be delivered hereunder and (iiii) the resolutions of the such Loan Party’s Board of Directors of the Borrower (or equivalent governing body) approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsthe other Loan Documents to which it is a party, approvals and consents required to be obtained by certified as of the Borrower prior to the Amendment Effective Date in connection with by its execution, delivery and performance of this Amendment have been obtained and are Secretary or an Assistant Secretary as being in full force and effecteffect without modification or amendment; andprovided that, in lieu of delivering the Constituent Documents required by clause (i), the Borrower may deliver a certificate of an Responsible Officer certifying that there have been no amendments to those Constituent Documents previously delivered to the Administrative Agent in connection with the Existing Credit Agreement. (ef) the conditions precedent set forth in Section 5.3 The Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower, stating that the Borrower and its Subsidiaries are Solvent on a Consolidated basis, after giving effect to the transactions to occur on the date hereof, including the incurrence of the 2015 Incremental Term Loans and the use of proceeds thereof. (g) No Default or an Event of Default shall have occurred and be continuing. (h) The representations and warranties contained in Article IV of the Amended Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Effective Date 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 have been satisfiedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date. (i) The Administrative Agent shall have received a fully executed and delivered Borrowing Notice with respect to the 2015 Incremental Term Loans. (j) To the extent requested in writing to the Borrower at least 5 Business Days prior to the Effective Date, the Replacement Lenders shall have received, at least three days prior to the Effective Date, all documentation and other information relating to the Loan Parties required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied (which may occur prior to or waived in accordance concurrently with Section 10.1 the closing of the Credit this Agreement):: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the The Administrative Agent shall have received (i) all fees required to be paid this Agreement executed by duly authorized officers of the Borrower pursuant to fee letters executed Parent, the Borrower, each Guarantor, the Administrative Agent, and delivered by the Borrower in connection with the Amended Credit Agreement Lenders, and (ii) all reasonable out-of-pocket expenses required to be paid by that certain fee letter dated as of the date hereof among Xxxxx Fargo Securities, LLC, the Borrower, and the Parent (the “Amendment No. 5 Fee Letter”); (b) To the extent the Borrower to qualifies as a “legal entity customer” under the Administrative Agent pursuant to Section 10.5 of Beneficial Ownership Regulation (as defined in the Credit Agreement for which reasonably detailed invoices have been presented Agreement, as amended hereby), any Lender that has requested, in a written notice to the Borrower on or before the date that is one Business Day at least 7 days prior to the date hereof;Effective Date, a Beneficial Ownership Certification (as defined in the Credit Agreement, as amended hereby) in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (b) shall be deemed to be satisfied); and (c) The Borrower shall have paid (i) all fees and expenses of the Administrative Agent’s outside legal counsel pursuant to all invoices presented for payment prior to the Effective Date (unless the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel consents to the Borrowerpayment of such fees post-closing), and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of fees required under the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedNo. 5 Fee Letter.

Conditions to Effectiveness. This Amendment shall be and become effective as of on the date first written above hereof (the “Fourth Amendment Effective Date”) when, and only when, each when all of the following conditions is precedent set forth in this Section 6 shall have been satisfied (or waived by Administrative Agent in accordance with Section 10.1 of the Credit Agreement):its sole discretion: (a) the a. Administrative Agent shall have received counterparts of this Amendment Amendment, duly and properly authorized, executed and delivered by the BorrowerLoan Parties, the Lenders and the Administrative Agent, each Issuing Bank and each Bank; (b) the b. Administrative Agent shall have received (ipayment of $1,500,000 of the Waiver Fee in immediately available funds; c. Administrative Agent shall have received a certificate, certified by a Financial Officer, demonstrating the Loan Parties’ compliance, as of the Fourth Amendment Effective Date, with each of the financial covenants set forth in Section 3(a) all fees required to be paid by above d. Administrative Agent and the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Lenders shall have been reimbursed for all reasonable out-of-pocket costs and expenses required (including, without limitation, reasonable attorneys’ fees of counsel to be paid by the Borrower Administrative Agent, reasonable fees of the financial advisor to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (cand all documentation and diligence fees and expenses, all search, field audit, appraisal, recording, professional and filing fees and expenses and all other out-of-pocket charges and expenses) incurred by the Administrative Agent shall have received an executed legal opinion, dated and the Lenders as of the Fourth Amendment Effective DateDate and invoiced to the Borrower; e. The representations and warranties set forth in Section 7 below being true, of complete and correct in all material respects (or true and correct in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds); and f. Borrower shall provide (i) Xxxxx Xxxxx L.L.P., special counsel evidence satisfactory to the BorrowerAdministrative Agent in its sole discretion that (x) both the maturity date for the SPV II Notes and the “Maturity Date” (as defined in the Ivy Loan Agreement) have been extended to at least April 1, 2019 and (y) CCFI Funding II, LLC shall have entered into an amendment of the Ivy Loan Agreement acceptable to the Administrative Agent in its sole discretion, and (ii) the general counsel a certificate, certified by a Financial Officer, attesting that no events of default exist or an associate general counsel and assistant corporate secretary (or its equivalent) are continuing in respect of the BorrowerSPV II Notes or under the Ivy Loan Agreement, in each case reasonably satisfactory to or that all existing events of default have been waived by the Administrative Agent; (d) lenders thereunder and by the Administrative Agent shall have received a certificate dated as holders of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedSPV II Notes.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):, (a) the Administrative Agent shall have received received: (i) counterparts of this Amendment duly executed and delivered by each party hereto; (ii) an opinion of counsel to the Borrower, Borrower addressed to the Administrative Agent, each Issuing Bank Agent and each BankLender party to the Amended Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent as to such customary matters regarding this Amendment and the Amended Credit Agreement as the Administrative Agent may reasonably request; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent may require 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 and the Amended Credit Agreement; (iv) a certificate dated as of the date hereof signed by a Responsible Officer of the Borrower certifying as to the matters set forth in Section 5(a) and Section 5(b) above; (v) such evidence as the Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (b) the Administrative Agent Borrower shall have received (i) paid all fees required it has agreed to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower pay in connection with this Amendment, including, without limitation, the Amended Credit Agreement fees set forth in that certain fee letter dated June 10, 2014 by and among the Borrower, JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC, and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of under the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall Agreement will become effective as of on the first date first written above (the “First Amendment Effective Date”) when, and only when, each of on which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):are satisfied: (a) the A. The Administrative Agent shall have received counterparts of this Amendment duly Agreement executed and delivered by the Borrower, the Guarantor, each Lender and the Administrative Agent, each Issuing Bank and each Bank;. (b) the B. The Administrative Agent shall have received (i) all fees required to be paid a First Amended and Restated Revolving Credit Note made by the Borrower pursuant and payable to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;each Lender. (c) the C. The Administrative Agent shall have received an a duly executed legal opinion, dated as Notice of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel Borrowing with respect to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;Commitment Increase. (d) the D. The Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower and each Guarantor, dated as of the First Amendment Effective Date, certifying (i) that attached thereto is a true and complete copy of each organizational document of such entity certified (to the resolutions extent applicable) as of a recent date by the Secretary of State of the Board state of Directors its incorporation or organization, as the case may be, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Borrower approving and board of directors, managers, or other applicable governing body of such entity authorizing the execution, delivery and performance of the documents executed in connection with this Agreement, (iii) that attached thereto is a certificate of good standing (or certificate of similar meaning) with respect to each such entity issued as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, and (iv) as to the incumbency and specimen signature of each officer executing any documents delivered in connection with this Agreement on behalf of such entity; provided that in the case of the certificate delivered with respect to the Borrower or any Guarantor, such certificate can certify that there have been no changes to such documents or items described in the foregoing clauses (i), (iii) or (iv) since the delivery thereof to the Administrative Agent on the Closing Date. E. The Administrative Agent shall have received an opinion of Dentons US LLP, counsel to the Borrower and the other Loan Parties, dated as of the First Amendment Effective Date, addressed to the Administrative Agent, the Issuing Banks and the Lenders and covering such matters as the Administrative Agent may reasonably request. F. The Administrative Agent shall have received all reasonable fees and other amounts due and payable by the Borrower of this Amendment to the Administrative Agent, Arrangers and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower Lenders on or prior to the Amendment Effective Date in connection with its executiondate hereof, delivery and performance including, to the extent invoiced, reimbursement or payment of this Amendment have been obtained and are in full force and effect; and (e) all out of pocket expenses required pursuant to the conditions precedent set forth in Section 5.3 terms of the Credit Agreement to be reimbursed or paid by the Borrower in connection herewith. G. Upon the reasonable request of any Lender made at least ten (10) days prior to the First Amendment Effective Date, the Borrower shall have been satisfiedprovided 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 five (5) days prior to the First Amendment Effective Date. H. As of the date hereof, both immediately before and immediately after entering into this Agreement, no Default exists. I. After giving effect to this Agreement, the Borrower is in compliance with the requirements of Section 2.16 of the Credit Agreement. By its execution hereof, but without waiving any rights Lenders or Administrative Agent may have with respect to any Defaults which exists and of which they are unaware, the Administrative Agent and each Lender agrees that each of the foregoing conditions is satisfied and the First Amendment Effective Date has occurred.

Conditions to Effectiveness. This Amendment shall become effective as only upon the satisfaction of the following conditions precedent (the date first written above (of satisfaction of such conditions being referred to as the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) A. The Borrowers, the Guarantors, the Pledgors, the Administrative Agent and the Required Lenders shall have received counterparts of indicated their consent to this Amendment duly executed and delivered by the Borrower, execution and delivery of the signature pages hereto to the Administrative Agent, each Issuing Bank . B. Each of the Company and each Bank;the General Partner shall have indicated its consent to the Parent Guaranty by the execution and delivery of the signature pages thereto to the Administrative Agent. C. The Company shall have indicated its consent to the Parent Pledge Agreement by the execution and delivery of the signature pages thereto to the Administrative Agent. D. The Borrower shall have delivered an updated Schedule 1 to the Subsidiary Pledge Agreement giving effect to the Kerrow Transfer (b) the as defined below). E. The Administrative Agent shall have received (i) all fees required an officer’s certificate of each of the Company and the Borrower, either confirming that there have been no changes to be paid by the Borrower pursuant its organizational documents since November 9, 2015, or if there have been changes to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and its organizational documents since such date, certifying as to such changes, (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 copies of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as formation and organizational documents of the Amendment Effective DateGeneral Partner, certified by an officer of the General Partner, together with all amendments thereto, (iiii) Xxxxx Xxxxx L.L.P.copies, special counsel to the Borrower, and (ii) the general counsel certified by a Secretary or an associate general counsel and assistant corporate secretary (or its equivalent) Assistant Secretary of each of the Borrower, in each case the Company and the General Partner of the resolutions (and resolutions of other bodies, if any are reasonably satisfactory to deemed necessary by counsel for the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of the Amendment Documents to which it is a party, (iv) copies of the formation and other organizational documents of Kerrow, certified by a Secretary or an Assistant Secretary of Kerrow, together with all amendments thereto, which shall be in form and substance reasonably acceptable to the Administrative Agent; and (v) an incumbency certificate, executed by officers of each of the General Partner and the Company, which shall identify by name and title and bear the signature of the Persons authorized to sign the Amendment Documents to which it is a party , upon which certificate the Administrative Agent, the Issuing Banks and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedBorrower.

Conditions to Effectiveness. This The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent: (a) Agent shall become effective have received the following documents, each in form and substance satisfactory to Agent and its legal counsel: (i) this Amendment duly executed by Borrowers; (ii) each second amended and restated Note duly executed by Borrowers in favor of each existing Lender whose commitment amount is increasing; and (iii) each new Note duly executed by Borrowers in favor of each new Lender. (b) The representations and warranties contained herein and in the Credit Agreement and the Other Documents, as each is amended hereby, shall be true and correct as of the date first written above (the “Amendment Effective Date”) whenhereof, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower as if made on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent No Default or Event of Default shall have received an executed legal opinionoccurred and be continuing, dated as unless such Default or Event of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, Default has been specifically waived in writing by Agent and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative AgentLenders; (d) All corporate proceedings taken in connection with the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance transactions contemplated by the Borrower of this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel, and Borrower shall deliver to Agent a Secretary’s Certificate in form and substance satisfactory to Agent evidencing the same; (iie) that all material authorizationsNational City Bank (successor by merger to National City Bank of Pennsylvania) shall have assigned its entire commitment amount to National City Business Credit, approvals and consents required Inc. through delivery of a duly executed Commitment Transfer Supplement to Agent, such assignment to be obtained by the Borrower effective at least one day prior to the Amendment Effective Date in connection with its execution, delivery and performance effectiveness of this Amendment have been obtained and are in full force and effectAmendment; and (ef) N M Rothschild & Sons Limited shall assign its entire commitment amount to Agent through delivery of a duly executed Commitment Transfer Supplement to Agent, for immediate reallocation pursuant to Section 6.01 hereof, and such assignment to be effective simultaneously with the conditions precedent set forth in Section 5.3 effectiveness of the Credit Agreement shall have been satisfiedthis Amendment.

Conditions to Effectiveness. This Amendment shall become effective as The occurrence of the date first written above (Closing Date and the “Amendment Effective Date”) when, and only when, each effectiveness of this Agreement are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered Agreement, in the number requested by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgent or its legal counsel; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with the Amended Credit Agreement and favor of each Lender requesting a Note; (iiiii) all reasonable out-of-pocket expenses required to be paid by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower to as the Administrative Agent pursuant may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (civ) such documents and certifications as the Administrative Agent shall may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each other 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 received an executed legal opiniona Material Adverse Effect; (v) a favorable opinion of Haynsworth Xxxxxxx Xxxx, dated as of the Amendment Effective DateP.A., of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory addressed to the Administrative AgentAgent and each Lender, covering enforceability of the Loan Documents and such other matters to be agreed upon; (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying either (iA) the resolutions attaching copies of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the validity against the Borrower prior of the Loan Documents to the Amendment Effective Date in connection with its executionwhich it is a party, delivery and performance of this Amendment have been obtained certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) evidence that all obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, paid and fully satisfied and any and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (eix) such other assurances, certificates, documents, consents or opinions as the conditions precedent set forth in Section 5.3 of Administrative Agent, the Credit Agreement L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been satisfiedpaid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) The Closing Date shall have occurred on or before October 29, 2010. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "Third Amendment Effective Date"): A. Required Lenders (as such term is satisfied (or waived defined in accordance with Section 10.1 of the Revolving Credit Agreement): (a) shall have entered into the Revolving Credit Facility Waiver, Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Syndication Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrowercopy thereof, and (ii) such Revolving Credit Facility Waiver shall have become effective simultaneously with the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory effectiveness hereof. B. Borrower shall have paid to the Administrative Agent;, for distribution to each Approving Lender (as defined in Section 7C hereof), the fees set forth in Section 7C hereof. (d) the C. The Administrative Agent shall have received a certificate certificate, dated as of the Third Amendment Effective Date Date, of the Secretary or Assistant Secretary of the Borrower certifying (i) attaching a true and complete copy of the resolutions of the its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Borrower approving Administrative Agent and authorizing the execution, delivery and performance Syndication Agent) taken by the Borrower of it to authorize this Amendment and the transactions contemplated hereby, and (ii) that all material authorizationssetting forth the incumbency of its officer or officers (including therein the signature specimen of such officer or officers) who may sign this Amendment, approvals any Loan Document or any other document, notice or certificate executed and consents required to be obtained by delivered in connection with any Loan Document. D. The Administrative Agent shall have received the Borrower prior to opinion of the general counsel of the Borrower, the Guarantors and the Pledgors, dated the Third Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent, the Documentation Agent, the Syndication Agent and the Lenders, in connection with its execution, delivery form and performance of this Amendment have been obtained substance reasonably satisfactory to the Administrative Agent and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedSyndication Agent.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is has been satisfied (or waived in accordance with Section 10.1 of the Credit Agreement“Effective Date”): (a) the Administrative Agent Borrowers shall have received counterparts of delivered to Agent this Amendment Amendment, duly executed and delivered by the an authorized officer of each Borrower, and an original of the Administrative AgentSecond Amended and Restated Revolving Loan Note payable to MidCap Funding IV, LLC, duly executed by an authorized officer of each Issuing Bank and each BankBorrower; (b) if there have been any changes to the Administrative Agent certificates of secretary or assistant secretary of any Borrower most recently delivered to the Agent, the secretary or assistant secretary of each Borrower shall have received (i) all fees required delivered to be paid Agent a duly executed secretary’s certificate and incumbency certificate identifying the current officers of such Borrower who are duly authorized by the Borrower pursuant such Borrower’s board of directors to fee letters executed execute and delivered by the Borrower in connection with the Amended Credit Agreement deliver this Amendment and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofany related documents; (c) all representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Administrative Effective Date, except to the extent that such representation or warranty relates to a specific date, in which case such representation and warranty was true as of such earlier date, and such parties delivery of their respective signatures hereto shall be deemed to be its certification thereof; and (d) Agent shall have received an executed legal opinion, dated as from Borrowers all of the Amendment Effective Datefees, of (i) Xxxxx Xxxxx L.L.P., special counsel costs and expenses owing pursuant to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent as set forth in Section 5.3 of 4 above unless Agent elects to deduct such fees, costs and expenses from the Credit Agreement shall have been satisfiedRevolving Loan proceeds in accordance with Section 4 above.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions precedent or concurrent (the first date all such conditions are satisfied is satisfied (or waived in accordance with Section 10.1 of herein referred to as the Credit Agreement“Amendment No. 4 Effective Date”): (a) the Administrative Agent this Amendment shall have received counterparts of this Amendment been duly executed and delivered by the Borrower, Loan Parties and the Lenders to the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid the Amendment No. 4 Fee Letter, duly executed by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Lead Arranger. (c) the Administrative Agent shall have received an executed legal opinionopinion of Weil, dated as of the Amendment Effective DateGotshal & Xxxxxx LLP, of (i) Xxxxx Xxxxx L.L.P., special counsel to the BorrowerLoan Parties, addressed to the Administrative Agent and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerLenders, in each case form and substance reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of Responsible Officer in connection with this Amendment and (ii) that all material authorizations, approvals and consents required the other Loan Documents to which such Loan Party is a party or is to be obtained by a party and attaching copies of the Borrower prior Organization Documents of each Loan Party certified as of a recent date or certifying that such Organization Documents of each Loan Party have not been modified since previously delivered to the Amendment Effective Date Administrative Agent, all in connection with its execution, delivery form and performance of this Amendment have been obtained and are in full force and effect; andsubstance reasonably satisfactory to the Administrative Agent; (e) the conditions precedent Administrative Agent shall have received a Certificate of Good Standing from the relevant jurisdiction of formation or incorporation with respect to each Loan Party; (f) the representations and warranties set forth in Section 5.3 4 hereof shall be true and correct; (g) (i) all fees required to be paid to the Administrative Agent and the Lead Arranger on the Amendment No. 4 Effective Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Amendment No. 4 Effective Date shall have been paid (or shall be paid concurrently with the closing of the Amendment); and (h) the Borrower shall have paid on or prior to the Amendment No. 4 Effective Date all reasonable fees, charges and disbursements of counsel to the Administrative Agent (or directly to such counsel if requested by the Administrative Agent) required to be reimbursed or paid in accordance with Section 11.04 of the Credit Agreement to the extent invoiced at least two (2) days prior to the Amendment No. 4 Effective Date (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall have been satisfiedbe sufficient documentation for the obligations set forth in this Section 3(h)).

Conditions to Effectiveness. This Amendment shall become effective on and as of the date first written above (the “First Amendment Effective Date”) when, and only when, each of upon which the following conditions is shall have been satisfied (or waived in accordance with Section 10.1 10.01 of the Credit Agreement): (a) the The Administrative Agent shall have received counterparts of this Amendment duly Amendment, executed and delivered by a duly authorized officer of the Borrower, the Administrative Agent, each Issuing Bank Required Lenders and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (b) No Default or Event of Default has occurred and is continuing on the First Amendment Effective Date or shall result from the effectiveness of this Amendment; (c) Immediately before and after giving effect to this Amendment, the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the First Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date; (d) the The Administrative Agent shall have received a certificate certificate, dated as of the First Amendment Effective Date of and signed by the Secretary President, Chief Executive Officer, or Assistant Secretary a Financial Officer of the Borrower certifying as to compliance with Section 3(b) and (ic) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAmendment; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement The Borrower shall have been satisfiedpaid all fees and all reasonable and documented expenses required to be paid on or before the First Amendment Effective Date (including the consent fee and all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent)).

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions precedent: (a) The Administrative Agent shall have received multiple original counterparts, as requested by the Administrative Agent, of: (i) this Amendment, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, and the Lenders; (ii) copies, certified as of the Effective Date by a Responsible Officer or the secretary or an assistant secretary of the Borrower of (A) the resolutions of the board of directors of the Borrower approving this Amendment and the Loan Documents to which the Borrower is satisfied a party (or waived certifying that such resolutions have not been amended or otherwise modified since the date they were previously delivered to the Administrative Agent), (B) the articles or certificate of incorporation and the bylaws of the Borrower (or certifying that such documents have not been amended or otherwise modified since the date they were previously delivered to the Administrative Agent), (C) certificates of good standing and existence for the Borrower in accordance with (1) the state, province or territory in which the Borrower is organized and (2) each other state, province or territory in which the Borrower is required to be qualified to do business under Section 10.1 5.03 of the Credit Agreement):, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; (aiii) copies, certified as of the Effective Date by a Responsible Officer or the secretary or an assistant secretary of each Guarantor of (A) the resolutions of the board of directors (or other applicable governing body) of such Guarantor approving this Amendment and the Loan Documents to which such Guarantor is a party (or certifying that such resolutions have not been amended or otherwise modified since the date they were previously delivered to the Administrative Agent), (B) the articles or certificate (as applicable) of incorporation (or organization) and bylaws of such Guarantor (or certifying that such documents have not been amended or otherwise modified since the date they were previously delivered to the Administrative Agent), (C) certificates of good standing and existence for such Guarantor in (1) the state, province or territory in which such Guarantor is organized and (2) each other state, province or territory in which such Guarantor is required to be qualified to do business under Section 5.03 of the Credit Agreement, which certificates shall be dated a date not earlier than 30 days prior to the date hereof, and (D) all other documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment; (iv) (A) a certificate of a Responsible Officer of the Borrower certifying: (1) that, on the Effective Date, the Borrower has consummated the Acquisition in accordance with the terms and conditions of the Acquisition Documents (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) without giving effect to any waiver, modification or consent thereunder that is materially adverse to the Lenders (as determined by the Administrative Agent) unless approved by the Administrative Agent and acquired substantially all of the Properties contemplated by the Acquisition Documents; (2) as to the final purchase price for the Acquisition Properties after giving effect to all adjustments as of the closing date contemplated by the Acquisition Documents and specifying, by category, the amount of such adjustment; (3) that attached thereto is a true and complete list of the Properties which have been excluded from the Acquisition pursuant to the terms of the Acquisition Documents, specifying with respect thereto the basis of exclusion as title defect, preferential purchase right, environmental or casualty loss; (4) that attached thereto is a true and complete list of all Acquisition Properties for which the seller has elected to cure a title defect, (5) that attached thereto is a true and complete list of all Acquisition Properties for which the seller has elected to remediate an adverse environmental condition, and (6) that attached thereto is a true and complete list of all Acquisition Properties which are currently pending final decision by a third party regarding purchase of such property in accordance with any preferential right; and (7) a true and complete executed copy of the Purchase and Sale Agreement each of the other material Acquisition Documents, which other material Acquisition Documents (other than the Purchase and Sale Agreement) and any amendments, supplements or modifications to the Purchase and Sale Agreement shall be reasonably acceptable to the Administrative Agent; (B) evidence of all consents and approvals required pursuant to the terms of the Acquisition Documents, including the consent of the board of directors, members, managers or partners, as applicable, of each Seller who is a corporation, limited liability company or partnership authorizing the Purchase and Sale Agreement and the transactions thereunder, and (C) such other related documents and information as the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bankreasonably requested; (bv) the Administrative Agent shall have received a copy of (iA) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement an Internal Engineering Report dated as of May 1, 2014, and (iiB) an Independent Engineering Report dated as of May 1, 2014 prepared by Xxxxx Xxxxx Co. LP as to the Acquisition Properties (collectively, the “Acquisition Engineering Report”); and (vi) duly executed counterparts of Mortgages (or supplements thereto) which, together with all reasonable out-of-pocket expenses required existing Mortgages delivered and in effect, is sufficient, after giving effect to be paid by the Borrower Acquisition, to grant to the Administrative Agent pursuant to Section 10.5 an Acceptable Security Interest on at least 80% of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as PV 9 of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) all of the Borrower’s and the Guarantors’ Oil and Gas Properties constituting Proven Reserves, including the Acquisition Properties, as evaluated in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAcquisition Engineering Report.

Conditions to Effectiveness. This Amendment Agreement, and the rights and obligations of the Parties hereunder, shall become effective as of and binding on all Parties immediately upon the first date first written above (such date, the “Amendment Agreement Effective Date”) when, and only when, that each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):shall have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment each Debtor has duly executed and delivered by signature pages to this Agreement to counsel to Consenting Lenders and counsel to the Borrower, the Administrative Agent, each Issuing Bank and each BankConsenting Noteholders; (b) the Administrative Agent shall and Consenting Lenders holding, in the aggregate 100% of the outstanding principal amount of all outstanding indebtedness under the Term Loan Agreement (such indebtedness, the “First Lien Loans”) have received (i) all fees required to be paid by the Borrower pursuant to fee letters duly executed and delivered by the Borrower in connection with the Amended Credit signature pages to this Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower counsel to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented Company and counsel to the Borrower on or before the date that is one Business Day prior to the date hereofConsenting Noteholders; (c) Consenting Noteholders who are beneficial owners of and/or the Administrative Agent shall have received an executed legal opinion, dated as investment manager of the Amendment Effective Datebeneficial owners of, in the aggregate, at least 66 2/3% of (i) Xxxxx Xxxxx L.L.P., special the outstanding principal amount of all Second Lien Notes have duly executed and delivered signature pages to this Agreement to counsel to the Borrower, Company and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative AgentConsenting Lenders; (d) all of the Administrative Agent reasonable and documented fees and expenses of the Consenting Noteholders’ advisors (which shall have received a certificate dated include Akin Gump Xxxxxxx Xxxxx & Xxxx LLP, Xxxxxxxx, Inc. and Xxxx Xxxxx LLP as local counsel) as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower day immediately prior to the Amendment Effective Date in connection with its execution, delivery and performance date of this Amendment Agreement shall have been obtained and are paid in full force and effectfull; and (e) the conditions precedent set forth in Section 5.3 all of the Credit reasonable and documented fees and expenses of the Administrative Agent’s advisors (which shall include Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, PJT Partners and Xxxxx Xxxxxx LLP as local counsel) as of the day immediately prior to the date of this Agreement shall have been satisfiedpaid in full.

Conditions to Effectiveness. This Amendment shall become effective The effectiveness of this Agreement, as of the date first written above (the “Amendment Effective Date”) whenamended and restated hereby, and only when, each of is subject to the following conditions is satisfied (or waived in accordance with Section 10.1 of precedent, except as otherwise agreed among the Credit Agreement):Parent and the Administrative Agent: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the The Administrative Agent’s receipt of the following, each Issuing Bank of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower substance reasonably satisfactory to the Administrative Agent pursuant to Section 10.5 and its legal counsel: (i) executed counterparts of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofthis Agreement; (cii) executed counterparts of the Subordination Agreement; (iii) a fully executed copy of the Subordinated Loan Agreement; (iv) fully executed copies of each of the other Subordinated Loan Documents; (v) a fully executed copy of the Reaffirmation Agreement; (vi) legal opinions of Wuersch & Xxxxxx LLP, counsel to the Loan Parties, and such local counsel as the Administrative Agent shall have received an executed legal opinionmay reasonably require, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, each in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;, dated the Effective Date, and addressed to the Administrative Agent, the Collateral Agent, and the Lenders; and (vii) a solvency certificate from the chief financial officer of the Parent (after giving effect to the transactions contemplated hereunder and pursuant to the Subordinated Loan Documents) substantially in the form as provided on the Closing Date. (b) All fees and expenses required to be paid hereunder (to the extent invoiced prior to the Effective Date) shall have been paid in full in cash (or arrangements satisfactory to the Administrative Agent shall have been made for payment of such amounts immediately upon the making of the initial Loans hereunder). (c) Simultaneously with the execution of this Agreement, each of the transactions contemplated by the Subordinated Loan Documents shall be consummated in accordance with applicable law and in accordance in all material respects with the Subordinated Loan Documents. (d) the Since June 30, 2013, there shall not have occurred a Material Adverse Effect. (e) The Administrative Agent shall have received a certificate dated as from a Responsible Officer of the Amendment Effective Date Parent confirming the accuracy of the Secretary or Assistant Secretary of representations and warranties in the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that Loan Documents in all material authorizations, approvals and consents required to be obtained by the Borrower prior respects (except to the Amendment Effective Date extent such representations and warranties specifically relate to an earlier date, in connection with its execution, delivery which case such representations and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement warranties shall have been satisfiedtrue and correct in all material respects on and as of such earlier date) and the absence of any Default or Event of Default on the Effective Date.

Conditions to Effectiveness. This The effectiveness of this Third Amendment shall become effective as be subject to the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent shall have received counterparts Agent’s receipt of this Third Amendment duly executed and delivered by the Borrowereach Loan Party, the Administrative Agent, each Issuing Bank Agent and each Bankthe Consenting Lenders constituting Required Lenders; (b) the Administrative Agent no Default or Event of Default shall have received (i) all fees required to occurred and be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day continuing immediately prior to the date hereofor after giving effect to this Third Amendment other than as expressly waived hereunder; (c) the Administrative Agent shall have received Agent’s receipt of an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, updated secretary’s certificate with authorizing resolutions and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in incumbency certificate for each case reasonably satisfactory to the Administrative AgentLoan Party; (d) the Borrower shall have paid to the Administrative Agent, for the ratable benefit of each Consenting Lender that provides its duly executed signature page to this Third Amendment to the Administrative Agent shall have received a certificate dated on or before September 10, 2018 at Noon (Eastern Time), or such later date or time as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying Administrative Agent may (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance announced occurrence of the effectiveness of this Amendment have been obtained and are Third Amendment) determine in full force and effectits sole discretion (which shall, for the avoidance of doubt, be no later than 10:00 p.m. (Eastern Time) on September 10, 2018), a consent fee equal to 0.25% of the Aggregate Credit Exposure of such Consenting Lenders; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrower shall have paid all expenses in connection with this Third Amendment, including without limitation, the reasonable fees and expenses of FTI Consulting Inc., as financial advisor to the Administrative Agent, and McGuireWoods LLP, as legal counsel for the Administrative Agent, for which summary invoices have been satisfieddelivered to the Borrower (without waiver of any privilege or confidentiality). For purposes of determining compliance with the conditions specified in this Section, each Consenting Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Consenting Lender prior to the effectiveness of this Third Amendment specifying its objection thereto.

Conditions to Effectiveness. This Amendment The amendment and restatement of the Existing Credit Agreement as provided herein and the other amendments contained in this Agreement shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement10.2): (a) the The Administrative Agent shall have received counterparts payment of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Fifth Restatement Date, including reimbursement or payment of all reasonable out-of-pocket expenses of the Administrative Agent and SunTrust Xxxxxxxx Xxxxxxxx, Inc. as a Lead Arranger (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Xxxxxxxx Xxxxxxxx, Inc. as a Lead Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of the Borrower, the Administrative Agent and each Lender hereto or written evidence satisfactory to the Administrative Agent pursuant to Section 10.5 (which may include telecopy or electronic mail transmission of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date a signed signature page of this Agreement) that is one Business Day prior to the date hereofsuch party has signed a counterpart of this Agreement; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerSubsidiary Guarantee Agreement, in each case form and substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by each Domestic Subsidiary of the Borrower, excluding those Domestic Subsidiaries set forth on Schedule 3.1(b); (diii) the Assignment and Security Agreement, duly executed and delivery by the Borrower and each Subsidiary Loan Party, in form and substance reasonably satisfactory to the Administrative Agent, together with (A) UCC financing statements and other applicable documents under the laws of all necessary or appropriate jurisdictions with respect to the perfection of the Liens granted under the Assignment and Security Agreement, as requested by the Administrative Agent shall have received in order to perfect such Liens, duly authorized by the Loan Parties, (B) copies of favorable UCC, tax, judgment and fixture lien search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Loan Parties, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and Liens to be released on the Fifth Restatement Date, (C) a Perfection Certificate, duly completed and executed by the Borrower, (D) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, if applicable and requested by the Administrative Agent; (iv) the Pledge Agreement, duly executed and delivery by the Borrower and certain of its Domestic Subsidiaries, in form and substance reasonably satisfactory to the Administrative Agent, together with (A) original certificates evidencing all issued and outstanding shares of Capital Stock of all Subsidiaries owned directly by any Loan Party (or, if the pledge of all of the voting Capital Stock of any Foreign Subsidiary would result in materially adverse tax consequences, limited to 65% of the issued and outstanding voting Capital Stock of such Foreign Subsidiary and 100% of the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary, as applicable) and (B) stock or membership interest powers or other appropriate instruments of transfer executed in blank; (v) a certificate dated as of the Amendment Effective Date an authorized officer of the Secretary each Loan Party, attaching and certifying copies of its bylaws or Assistant Secretary partnership agreement or limited liability company agreement, and of the Borrower certifying (i) the resolutions of the Board its board of Directors of the Borrower approving directors or other equivalent governing body, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents to which it is a party; (vi) certified copies of the certificate of incorporation or other organizational documents of the Loan Parties, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of each Loan Party; (vii) a favorable written opinion of Bass, Xxxxx & Xxxx PLC, counsel to the Loan Parties, and such other written opinions as may be reasonably requested by the Borrower Administrative Agent, addressed to the Administrative Agent for the benefit of this Amendment the Lenders, covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) a certificate, dated the Fifth Restatement Date and signed by a Responsible Officer, confirming compliance with the conditions set forth in subsections (a), (b) and (iic) that of Section 3.2; (ix) the consolidated audited financial statements of the Borrower and its subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011, including balance sheets, income statements and cash flow statements prepared by Ernst & Young, LLP in conformity with GAAP, and the consolidated financial statements of the Borrower and its subsidiaries for the fiscal quarter ending March 31, 2012, and financial projections in reasonable detail prepared on an annual basis for the Fiscal Years 2012 through 2017; (x) certificates of insurance, in form and detail reasonably acceptable to the Administrative Agent, describing the types and amounts of insurance (property and liability) maintained by any of the Loan Parties, in each case naming the Administrative Agent as loss payee or additional insured, as the case may be; (xi) a duly executed Notice of Borrowing for any initial Revolving Borrowing; (xii) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (xiii) a duly completed and executed Compliance Certificate, including calculations of the financial covenants set forth in Article VI hereof as of March 31, 2012, calculated on a pro forma basis as if the Term Loans and any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in reasonable detail such calculations); (xiv) certified copies of all material consents, approvals, authorizations, approvals registrations and consents filings and orders required to be made or obtained under any Requirement of Law, or by the Borrower prior to the Amendment Effective Date any contractual obligation of any Loan Party in connection with its the execution, delivery delivery, performance, validity and performance enforceability of this Amendment have been obtained the Loan Documents or any of the transactions contemplated thereby, and are such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effecteffect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; (xv) with respect to the headquarters location, a copy of the underlying lease, as applicable, and a Collateral Access Agreement from the landlord of such leased property, which Collateral Access Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent; provided, that such Collateral Access Agreement shall not be required if the Borrower is unable to deliver such Collateral Access Agreement after using its commercially reasonable efforts to do so; and (exvi) a CUSIP number for the Commitments. Without limiting the generality of the provisions of this Section 3.1, for purposes of determining compliance with the conditions precedent set forth specified in this Section 5.3 of the Credit 3.1, each Lender that executes this Agreement shall be deemed to have been satisfiedconsented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Fifth Restatement Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “"Second Amendment Effective Date”") when, and only when, each upon satisfaction in full of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative The Collateral Agent shall have received counterparts of this Amendment duly executed and delivered by that bear the Borrower, the Administrative Agentsignatures of each Loan Party, each Issuing Bank Agent and each Bank;the Lenders. (b) the Administrative The Collateral Agent shall have received (i) all fees required amendments to be paid the Registration Rights Agreement and the Stockholders Agreement, each duly executed by the Borrower pursuant to fee letters executed and delivered by the Borrower each other Person thereto and in connection with the Amended Credit Agreement form and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower substance satisfactory to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Lenders. (c) the Administrative The Collateral Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel Warrants required to be delivered on or prior to the BorrowerEffective Date pursuant to Section 12.01, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of duly executed by the Borrower, in each case reasonably satisfactory to the Administrative Agent;. (d) the The Administrative Agent shall have received a certificate dated as Notice of Borrowing, duly executed by the Amendment Effective Date of Borrower. (e) The Administrative Agent shall have received payment, in immediately available funds the Secretary or Assistant Secretary of fees set forth in the Fee Letter. (f) The Collateral Agent shall have received evidence that the Borrower certifying (i) shall have received proceeds of not less than $25,000,000 from the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance issuance by the Borrower of its preferred Capital Stock on terms and conditions and pursuant to documents in each case satisfactory to the Agents, together with a certificate of an Authorized Officer of the Borrower attaching true and correct copies of the Series A-l Purchase Agreement and all other material documents evidencing such equity issuance, as in effect on the Second Amendment Effective Date and stating that: (x) such documents are true and correct copies and (y) such documents remain in full force and effect. (g) The Collateral Agent shall have received a copy of the resolutions of each Loan Party, certified as of the Second Amendment Effective Date by an Authorized Officer thereof, authorizing (i) in the case of the Borrower, the borrowings contemplated by this Amendment Amendment, and in the case of the other Loan Parties, the increase in the amount of the Obligations, (ii) that all material authorizationsin the case of the Borrower, approvals and consents required to be obtained the issuance of the Warrants contemplated by Article XII of the Borrower prior to Financing Agreement, (iii) the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment Amendment, the Financing Agreement as amended hereby, and the other documents to be executed and delivered by such Person in connection herewith and (iv) the transactions contemplated hereby and certified by an Authorized Officer of each Loan Party. (h) The Collateral Agent shall have been obtained received a certificate of an Authorized Officer of each Loan Party, certifying (i) that the charter and are by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational documents of each such Person remain in full force and effecteffect and have not been amended or modified since the Effective Date and that the copy thereof previously delivered to the Collateral Agent is true, correct and complete; andprovided, however, if any of the foregoing organizational documents have been amended or modified, true and correct certified copies of the amendments and/or modifications shall be attached to such certificate; and (ii) the names and true signatures of the representatives of such Loan Party authorized to sign this Amendment and the other documents to be executed and delivered by such Person in connection herewith, together with evidence of the incumbency of such Authorized Officers. (ei) The Collateral Agent shall have received a certificate of an Authorized Officer of the Borrower, certifying that after giving effect to the transactions contemplated by this Amendment (including, with out limitation, the equity investment contemplated by Section 20(f), the fees, costs and expenses payable on the Second Amendment Effective Date pursuant to the terms of this Amendment and the Financing Agreement) and before and after giving effect to the Loans made on the Second Amendment Effective Date, (i) Availability together with unencumbered Cash and Cash Equivalents shall be equal to or greater than $50,000,000 and (ii) the conditions precedent set forth Borrower individually is, and the Borrower and its Subsidiaries on a consolidated basis are, Solvent. (j) The Agents shall have received an opinion of counsel for the Loan Parties, as to such matters as the Agent may reasonably request, including, without limitation, an opinion with respect to the Warrants and opinion that after giving effect to the transactions contemplated by this Amendment the Agent shall continue to hold a valid and perfected security interest in the Collateral. (k) The Collateral Agent shall have received a certificate of the appropriate official(s) of the state of organization of each Loan Party and in the case of the Borrower, each State of foreign qualification requested by the Collateral Agent, certifying as to the subsistence and good standing of, and the payment of taxes by, each Loan Party in such state. (l) The Collateral Agent shall have received certified copies of request for copies of information on Form UCC-11, listing all effective financing statements which name as debtor any Loan Party and which are filed in the such offices as may be necessary or, in the opinion of the Agent, desirable to perfect the security interests purported to be created by the Security Agreement and the Pledge Agreement, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Agent, shall cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed against such Person or its property, which results, except as otherwise agreed in writing by the Agent, shall not show any such Liens. (m) The representations and warranties contained herein, in Article V of the Financing Agreement and in each other Loan Document are true and correct on and as of the Second Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct on and as of such earlier date). (n) After giving effect to the waiver contained in Section 5.3 19 hereof, no Default or Event of the Credit Agreement Default shall have been satisfiedoccurred and be continuing on the Second Amendment Effective Date or would result from this Amendment becoming effective in accordance with its terms. (o) All legal matters incident to this Amendment shall be satisfactory to the Agents and their respective counsel.

Conditions to Effectiveness. This Amendment Agreement shall not become effective as of until the date first written above (such date, the “Amendment Effective Closing Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement7.2): (a) the Administrative Agent The Lender shall have received counterparts the following: (i) a counterpart of this Amendment Agreement signed by or on behalf of the Borrower; and (ii) a duly executed and delivered by Subordinated Note payable to the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Lender. (b) No Default or Event of Default shall exist on the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Closing Date. (c) All representations and warranties of the Administrative Agent Borrower set forth in the Subordinated Loan Documents shall be true and correct on and as of the Closing Date. (d) The Lender shall have received an executed the legal opinion, dated as opinion of the Amendment Effective Date, of (i) Xxxxx Xxxxx Vxxxxx & Exxxxx L.L.P., special counsel to the Borrower, dated the Closing Date and (ii) the general counsel or an associate general counsel otherwise in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;Lender. (de) the Administrative Agent The Lender shall have received a certificate of the Borrower, dated the Closing Date, together with (i) a copy of the certificate of limited partnership of the Borrower, certified as of a recent date by the Amendment Effective Date Secretary of State of the State of Delaware, together with a certificate of such official attesting to the good standing of the Borrower, (ii) a certification by the Secretary or Assistant Secretary of Boardwalk GP, LLC of the names and true signatures of each officer of the Borrower certifying (ior general partner thereof) that has been authorized to execute and deliver any Subordinated Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (iii) the limited partnership agreement (or equivalent) of the Borrower as in effect on the date of such certification, (iv) the resolutions and consent of the Board of Directors of the Borrower Boardwalk GP, LLC approving and authorizing the execution, delivery and performance by of the Borrower of this Amendment Subordinated Loan Documents and (iiv) that all material authorizations, approvals and consents required to be obtained by such other customary certifications as the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedLender may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):, (a) the Administrative Agent shall have received received: (i) counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters fully executed and delivered by the Borrower and the Lenders signatory hereto; (ii) an opinion of counsel to the Borrower addressed to the Administrative Agent and each Lender party to the Amended Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent as to such customary matters regarding this Amendment as the Administrative Agent may reasonably request; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent may require 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; and (iv) such evidence as the Amended Credit Agreement Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (b) the Borrower shall have (i) paid all fees it has agreed to pay in connection with this Amendment, including, without limitation, the fees set forth in that certain letter dated January 11, 2013 from the Borrower to the Administrative Agent regarding “Increase of Commitments and Accordion Feature” and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of under the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):, (a) the Administrative Agent shall have received received: (i) counterparts of this Amendment duly executed and delivered by each party hereto; (ii) an opinion of counsel to the Borrower, Borrower addressed to the Administrative Agent, each Issuing Bank Agent and each BankLender party to the Amended Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent as to such customary matters regarding this Amendment and the Amended Credit Agreement as the Administrative Agent may reasonably request; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of the secretary or an assistant secretary of the General Partner or the Delegate, as the Administrative Agent may require 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 and the Amended Credit Agreement; (iv) a certificate dated as of the date hereof signed by a Responsible Officer of the Borrower certifying as to the matters set forth in Section 5(a) and Section 5(b) above; (v) such evidence as the Administrative Agent may reasonably request to verify that the Borrower is duly organized or formed, validly existing and in good standing in the jurisdiction where organized; and (b) the Administrative Agent Borrower shall have received (i) paid all fees required it has agreed to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower pay in connection with this Amendment, including, without limitation, the Amended Credit Agreement fees set forth in that certain fee letter dated June 18, 2015, by and among the Borrower, JPMorgan Chase Bank, N.A. and X.X. Xxxxxx Securities LLC, and (ii) reimbursed or paid, to the extent timely invoiced to, and reviewed by, the Borrower, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of under the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement and the obligation of the Lenders to consent to the assignment of the Existing Loans from AMD and AMDISS to the Borrower is subject to the following conditions precedent having been satisfied in a manner satisfactory to the Agent and each Lender (such date first written above (the “Amendment Effective Date”) when, and only when, each on which all of the following conditions is satisfied (or waived in accordance with Section 10.1 of are and remain satisfied, the Credit Agreement“Closing Date”): (a) This Agreement, the Administrative Agent Parent Guaranties, the AMD Security Agreement and the other Loan Documents shall have received counterparts of this Amendment duly been executed and delivered by each party thereto and/or assigned to the Borrower, Borrower as contemplated in the Administrative Agent, each Issuing Bank and each Bank;Assignment Agreement. (b) The Parents or the Administrative Agent Borrower shall have received (i) paid all fees required due and payable to GECC and the Lenders as of the Closing Date, which fees shall be paid by nonrefundable, and all fees and expenses of the Borrower pursuant to fee letters executed Agent and delivered by the Borrower reasonable Attorney Costs incurred in connection with any of the Amended Credit Agreement Loan Documents and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower transactions contemplated thereby to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;extent invoiced. (c) the Administrative The Agent shall have received an executed legal opinionreceived: (i) Copies of the resolutions of the Board of Managers of the Borrower authorizing the transactions contemplated hereby, dated certified as of the Amendment Effective Date, Closing Date by the Secretary or an Assistant Secretary of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and ; (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a A certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower, dated the Closing Date, certifying the names, titles and true signatures of the officer or officers of the Borrower certifying authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder; and (iii) the Certificate of Formation and the Operating Agreement, certified by the Secretary or Assistant Secretary of the Borrower as of the Closing Date. (d) All representations and warranties made hereunder and in the other Loan Documents shall be true and correct as of the Closing Date as if made on such date. (e) No Default or Event of Default shall exist on the Closing Date, or would exist after giving effect to the assumption of the Existing Loans. (f) A certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date, stating that: (A) the representations and warranties contained in Article VIII are true and correct on and as of such date, (B) no Default or Event of Default exists, and (C) since December 29, 2002, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; (g) All material conditions precedent to the closing of the transactions under the Contribution Agreement shall have been satisfied; (h) The Agent and the Lenders shall have received such opinions of counsel for the Borrower as the Agent or any Lender shall request, each such opinion to be in a form, scope, and substance satisfactory to the Agent, the Lenders, and their respective counsel. (i) The Agent shall have received, in form and substance satisfactory to it: (i) evidence that all filings, registrations and recordings have been made in the resolutions appropriate governmental offices, and all other action has been taken, which shall be necessary to create and/or continue, in favor of the Board of Directors Agent on behalf of the Borrower approving Lenders, a perfected first priority Lien on the Collateral (subject only to Permitted Liens) and authorizing a second priority Lien on the executioncollateral granted pursuant to the AMD Security Agreement, delivery including evidence of recordation of an amendment to the Deed of Trust (which may consist of a written or telephonic confirmation from the title insurance company), and performance by amendments to UCC financing statements filed in connection with the Borrower of this Amendment and Existing Loan Agreement, in each case in the appropriate governmental offices; (ii) evidence that all material authorizationsthe Liens on the Collateral granted to the Agent on behalf of the Lenders are subject only to Permitted Liens, approvals including the results of searches conducted in the UCC filing records in each of the governmental offices in which UCC-1 financing statements shall have been filed; (iii) an endorsement to the title insurance policy (or a binding commitment therefor) for the Deed of Trust (A) issued by a title insurance company of recognized standing satisfactory to the Agent, (B) on an ALTA lender’s extended coverage policy, in an amount and consents required form satisfactory to be obtained the Agent, (C) naming the Agent, for the ratable benefit of the Lenders, as the insured thereunder, (D) insuring that the Deed of Trust insured thereby as assigned by AMD to the Borrower prior continues to creates a valid first priority Lien on the property covered by such Deed of Trust, subject to no other Liens, other than Permitted Liens, and to no other exceptions, other than those satisfactory to the Amendment Effective Date Agent, and (E) containing such endorsements and affirmative coverage as the Agent or any Lender (through the Agent) may reasonably request; (iv) such surveys, appraisals, consents of landlords, estoppels from landlords, tenant subordination agreements and other documents and instruments in connection with its execution, delivery assignment of the Deed of Trust pursuant to the Contribution Agreement as shall reasonably be deemed necessary by the Agent or any Lender; and (v) evidence that all insurance required under this Agreement and performance of this Amendment have been obtained and are the Collateral Documents is in full force and effect; (j) [Reserved] (k) The Agent shall have received a good standing and tax good standing certificate for the Borrower and AMD from the Secretary of State of Delaware, California and Texas as of a recent date, together with a bring-down certificate by facsimile dated the Closing Date, if requested by the Agent; (l) The Borrower shall have delivered to the Agent the completed Schedules to this Agreement in form and substance reasonably satisfactory to the Agent; and (em) All proceedings taken in connection with the execution of this Agreement, all other Loan Documents and all documents and papers relating thereto shall be reasonably satisfactory in form, scope, and substance to the Agent and the Lenders. The acceptance and assumption by the Borrower of the Existing Loans shall be deemed to be (i) a representation and warranty made by the Borrower to the effect that all of the conditions precedent to the assumption of such Existing Loans have been satisfied, and (ii) a reaffirmation of the granting and continuance of Agent’s Liens, on behalf of itself and the Lenders, pursuant to the Collateral Documents, in each case with the same effect as delivery to the Agent and the Lenders of a certificate signed by a Responsible Officer of the Borrower, dated such date, to such effect. Execution and delivery to the Agent by a Lender of a counterpart of this Agreement shall be deemed confirmation by such Lender that (i) all conditions precedent in this Section 10.1 have been fulfilled to the satisfaction of such Lender and (ii) the conditions decision of such Lender to execute and deliver to the Agent an executed counterpart of this Agreement was made by such Lender independently and without reliance on the Agent or any other Lender as to the satisfaction of any condition precedent set forth in this Section 5.3 of the Credit Agreement shall have been satisfied10.1.

Conditions to Effectiveness. This Incremental Amendment shall become effective as of the date first written above on February 22, 2012 (the “Amendment Term B-3 Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):: (ai) the Administrative Agent this Incremental Amendment shall have received counterparts of this Amendment duly been executed and delivered by the Borrower, the Loan Parties, each Term B-3 Lender party hereto and the Administrative Agent, each Issuing Bank and each Bank; (bii) the Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary of each Loan Party dated the date hereof certifying (i) that attached thereto is a true and complete copy of the certificate of formation, including all amendments thereto of such Loan Party certified as of a recent date by the Secretary of State of the State of Delaware and a certificate as to the good standing of such Loan Party as of a recent date, (ii) that attached thereto is a true and complete copy of the bylaws of such Loan Party as in effect on such date, (iii) that attached is a true and complete copy of the resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Incremental Amendment, all documents executed in connection therewith, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (iv) as to the incumbency and specimen signature of each officer executing the Incremental Amendment and any document executed in connection therewith and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing such certificate; (a) all fees required to be paid by Borrower as separately agreed by Borrower, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx Lending Partners LLC and X.X. Xxxxxx Securities LLC (collectively, the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement “Arrangers”) and (iib) all reasonable fees and out-of-pocket expenses required to be paid by of the Borrower Administrative Agent (including all invoiced fees and expenses of counsel to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices Agent), shall have been presented to the Borrower paid or reimbursed, as applicable, on or before the date that is one Business Day prior to the date hereof; (civ) the Arranger, the Term B-3 Lenders and the Administrative Agent shall have received (a) an executed legal opinionopinion of Xxxx, dated Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, in form and substance reasonably satisfactory to the Administrative Agent and (b) a solvency certificate from the chief financial officer of the Borrower certifying that the Borrower and its Subsidiaries (on a consolidated basis) are Solvent as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel date hereof and after giving effect to the Borrower, Term B-3 Loans and (ii) the general counsel or an associate general counsel use of proceeds therefrom in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent; (dv) the Initial Term B-3 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 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 five Business Days prior to the date hereof by any Eligible Assignee that has committed to purchase Term B-3 Loans from the Initial Term B-3 Lender; (vi) the Administrative Agent shall have received a request for such Term B-3 Loan as required by Section 2.01(c) of the Credit Agreement; and (vii) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary from a Responsible Officer of the Borrower certifying that (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (ea) the conditions precedent set forth in Section 5.3 3.2 of the Credit Agreement shall have been satisfiedsatisfied both before and after giving effect to the extension of the Term B-3 Loans, (b) this Incremental Amendment is on the terms and conditions set forth in Section 2.1(c) of the Credit Agreement, (c) the Borrower and its Subsidiaries are in compliance with Article V of the Credit Agreement as of the most recently ended Fiscal Quarter for which Financial Statements were delivered thereunder on a pro forma basis both before and after giving effect to the extension of the Term B-3 Loans, (d) the representations and warranties in Section 12 of this Incremental Amendment are true and correct in all material respects as of the date hereof, (e) no Default or Event of Default shall exist on the date hereof before or after giving effect to the extension of the Term B-3 Loans and (f) the representations and warranties set forth in Article IV of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the date hereof (both before and after giving effect to the extension of the Term B-3 Loans and the use of proceeds therefrom) with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

Conditions to Effectiveness. This Amendment Without limiting or otherwise impairing the discretionary nature of this Agreement and the Bank’s decision whether or not to issue the Letter of Credit, this Agreement shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each upon satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent The Bank shall have received counterparts duly executed originals of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Agreement. (b) the Administrative Agent The Bank shall have received (i) all fees required to be paid copies, certified by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying each Applicant (ias defined below) the of such party’s certificate of incorporation, bylaws and resolutions or actions of the such party’s Board of Directors and any other body, if necessary, authorizing the execution of this Agreement, each Application and each Letter of Credit to which such Applicant is party. (c) The Bank shall have received an incumbency certificate, executed by the Secretary or Assistant Secretary of each Applicant, which shall identify by name and title and bear the signatures of all authorized officers of such party authorized to sign this Agreement, each Application and each Letter of Credit to which such Applicant is party, upon which certificates the Bank shall be entitled to rely. (d) Arkansas Best Corporation (“ABC”) shall execute and deliver to the Bank an Account Control Agreement among ABC, the Bank and Union Bank, N.A., dated as of even date herewith (the “Account Control Agreement”), granting to the Bank a first priority lien and security interest in certain “Collateral” (as defined in the Account Control Agreement), which Collateral shall be in an amount of not less than $the amount of letters of credit outstanding. The Collateral under the Account Control Agreement shall be held by the Bank as support for the Applicants’ obligations under this Agreement, and shall be in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary herein contained, the parties agree that ABC shall be entitled to withdraw from the account any funds in excess of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 amount of the Credit Agreement shall have been satisfiedletters of credit outstanding from time to time.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received counterparts multiple original counterparts, as requested by the Administrative Agent, of this Amendment Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, each the Issuing Bank Lender and each Bank;all of the Lenders. (b) the The Administrative Agent shall have received (i) all fees required a Note payable to be paid by each Lender requesting a Note in the Borrower pursuant amount of its Commitments after giving effect to fee letters this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower. (c) The Borrower in connection with the Amended Credit Agreement and shall have paid (iia) all reasonable out-of-pocket costs and expenses required 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 increase set forth in Section 5 above and the reallocation set forth in Section 2 above (such Lender’s “New Allocation”) shall be paid by greater than such Lender’s share of the allocated Borrowing Base in effect immediately prior to the increase set forth in Section 5 above and the reallocation set forth in Section 2 above (such Lender’s “Existing Allocation”), the Borrower shall pay to the Administrative Agent pursuant Agent, for the account of such Lender, a fee equal to Section 10.5 0.45% of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;difference between (i) such Lender’s New Allocation and (ii) such Lender’s Existing Allocation. (cd) the The Administrative Agent shall have received an executed legal opinionsuch other documents, dated as of the Amendment Effective Dategovernmental certificates, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borroweragreements, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) lien searches as the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedany Lender may reasonably request.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"SECOND AMENDMENT EFFECTIVE DATE"): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Second Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel the Borrower shall deliver to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary Banks (or to Agent for the Banks with sufficient originally executed copies, where appropriate, for each Bank and its equivalentcounsel) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions Resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery delivery, and performance of this Amendment, signed by the President or Vice President of the Borrower and attested to by the Secretary or any Assistant Secretary of the Borrower, and dated the Second Amendment Effective Date. B. The Banks and their respective counsel shall have received originally executed copies of one or more favorable written opinions of Harwxxx Xxxaxx Xxxx Xxxxxxx & Xanner, P.C., counsel for the Borrower, in form and substance reasonably satisfactory to Agent and its counsel, dated as of the Second Amendment Effective Date, with respect to the enforceability of the Amended Agreement and as to such other matters as Agent acting on behalf of the Banks may reasonably request. C. On or before the Second Amendment Effective Date, the Borrower shall have delivered to the Agent, for distribution to each Bank, a non-refundable amendment fee equal to 1/4 of 1% of the sum of the outstanding principal amount of the Term Loan of such Bank as of the Second Amendment Effective Date plus the Revolving Loan Commitment of such Bank as of the Second Amendment Effective Date, as reduced pursuant to the terms of this Amendment. D. On or before the Second Amendment Effective Date, the Borrower shall have engaged an independent outside consultant to function as what is commonly referred to as a "turnaround manager", such turnaround manager to be selected by the Borrower and approved by the Required Banks; provided that the scope, duration and other terms of this Amendment such engagement (including the terms relating to (i) the management authority of such turnaround manager and (ii) that all material authorizations, approvals the free and consents required timely sharing of information by such turnaround manager with the Banks) shall be acceptable to be obtained the Required Banks (the turnaround manager engaged by the Borrower prior to in accordance with the Amendment Effective Date in connection with its execution, delivery and performance terms of this Amendment have been obtained and are in full force and effect; and (e) Section 3D is herein called the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied"TURNAROUND MANAGER").

Conditions to Effectiveness. This Amendment The amendments provided for herein --------------------------- shall become effective as on the date (the "Effective Date") of satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the -------------- following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, Borrower and the Administrative Agent, Required Lenders (including each Issuing Bank and each Bank;Lender which has committed to a portion of the Increased Revolving Credit Commitment or the Increased Tranche A Term Loan Commitment). (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate dated as copy of the Amendment Effective Date resolutions of the Secretary or Assistant Secretary of Borrower, in form and substance satisfactory to the Borrower certifying Administrative Agent, authorizing (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment and (ii) the borrowings contemplated by the Increased Revolving Credit Commitments and the Increased Tranche A Term Loan Commitments, which resolutions shall be certified by the Secretary or an Assistant Secretary of the Borrower as of the date hereof, and which certificate shall be in form and substance satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. (c) The Administrative Agent shall have received a certificate of the Secretary of the Borrower, dated the date hereof, as to the incumbency and signature of the officers of the Borrower executing this Amendment satisfactory in form and substance to the Administrative Agent. (d) All governmental and third party approvals (including landlords' and other consents) necessary or advisable in connection with this Amendment, the making of the loans under the Increased Revolving Credit Commitment and the Increased Tranche A Term Loan Commitment and the consummation of the Mariner Merger shall have been obtained and are be in full force and effect; andeffect (other than certain Health Care Permits relating to Health Care Facilities owned or operated by Mariner or its Subsidiaries which may be required as a result of the Mariner Merger and which in any event have been applied for and are reasonably expected by the management of the Borrower to be issued in due course and the failure of which to obtain such Health Care Permits shall not have a Material Adverse Effect), and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose materially adverse conditions on the Credit Agreement as amended by this Amendment, the making of the loans under the Increased Revolving Credit Commitment and the Increased Tranche A Term Loan Commitment or the consummation of the Mariner Merger. (e) The Lenders shall have received the conditions precedent set forth Mariner Merger Agreement. (f) The Administrative Agent shall have received the executed legal opinion of Powell, Goldstein, Xxxxxx & Xxxxxx LLP, counsel to the Borrower dated the date hereof and in Section 5.3 form and substance satisfactory to the Administrative Agent with respect to this Amendment and the transactions contemplated hereby. (g) The Administrative Agent shall have received the certificates representing the shares of Capital Stock of Mariner pledged pursuant to paragraph 19 above, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the Borrower. (h) The Mariner Merger shall have been consummated pursuant to the terms of the Mariner Merger Agreement contemporaneously with the effectiveness of this Amendment. (i) The requisite lenders under the Mariner Credit Agreement shall have been satisfiedagreed to amend and waive certain provisions of the Mariner Credit Agreement on terms and conditions satisfactory to the Administrative Agent, so that after giving effect to such amendments and waivers and the consummation of the Mariner Merger, no default or event of default shall have occurred and be continuing under the Mariner Credit Agreement. ; provided, that, the effectiveness of the amendments set forth in paragraphs -------- ---- 1(c)(i), 9(b) and (c), 14 and 15 and the addition of the definitions "Summit", "Summit Guarantee" and "Summit IRB" contained in paragraph 1(d) shall be conditioned only upon the satisfaction of the condition contained in clause (a) of this paragraph 21.

Conditions to Effectiveness. This Amendment The obligations of the Lenders to make Loans hereunder shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):9.2). (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document and under any agreement with the Administrative Agent or SunTrust Rxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent pursuant to Section 10.5 (which may include telecopy transmission of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date an executed signature page of this Agreement) that is one Business Day prior to the date hereofsuch party has signed a counterpart of this Agreement; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent[Reserved]; (diii) the evidence satisfactory to Administrative Agent shall that the Existing Credit Agreement has been terminated and all amounts owing to the Lenders thereunder have received been paid in full; (iv) a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iv), attaching and certifying (i) copies of its bylaws and of the resolutions of the Board its boards of Directors of the Borrower approving and directors, authorizing the execution, delivery and performance of the Credit Documents and certifying the name, title and true signature of each officer of the Borrower executing the Credit Documents; (v) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower and each other jurisdiction in which the failure to so qualify and be in good standing would have or would reasonably be expected to have a Material Adverse Effect; (vi) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists, (B) all representations and warranties of the Borrower set forth in the Credit Documents are true and correct in all material respects, (C) since September 30, 2009, there shall have been no change that has had or could be reasonably expected to have a Material Adverse Effect, (D) there are no actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower, any of its Subsidiaries or any of its properties which would have or be reasonably expected to have a Material Adverse Effect and (E) except as would not result or be reasonably expected to result in a Material Adverse Effect: (a) each of the properties of the Borrower and its Subsidiaries and all operations at such properties are in compliance in all material respects with all applicable Environmental Laws, (b) there is no violation of any Environmental Law with respect to the properties or the businesses operated by the Borrower of this Amendment or its Subsidiaries, and (iic) there are no conditions relating to the businesses or properties that would reasonably be expected to give rise to a material liability under any applicable Environmental Laws; (viii) if a Borrowing will be made on the Closing Date, a duly executed Notice of Borrowing and a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof; (ix) certified copies of all material consents, approvals, authorizations, approvals registrations and consents filings and orders required or advisable to be made or obtained under any Requirement of Law, or by the Borrower prior to the Amendment Effective Date any Contractual Obligation of Borrower, in connection with its the execution, delivery delivery, performance, validity and performance enforceability of this Amendment have been obtained the Credit Documents or any of the transactions contemplated thereby, and are such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effecteffect and all applicable waiting periods shall have expired, and no investigation or inquiry by any governmental authority regarding the Commitments or any transaction being financed with the proceeds thereof shall be ongoing; and (ex) copies of (A) the conditions precedent set forth in Section 5.3 internally prepared quarterly financial statements of the Credit Agreement shall have been satisfiedBorrower and its subsidiaries on a consolidated basis for the Fiscal Quarter ending on June 30, 2010, and (B) the audited consolidated financial statements for the Borrower and its subsidiaries for the fiscal years ending September 30, 2007, 2008, and 2009.

Conditions to Effectiveness. This Amendment shall become effective on and as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement“Amendment Effective Date”): (a) Each of the representations and warranties made by any Loan Party in Section 4 of this Amendment shall e true and correct in all respects. (b) The Administrative Agent shall have received counterparts this Amendment, duly executed and delivered by a duly authorized Responsible Officer of this Amendment each of Holdings, the Borrower and each Grantor party hereto; (c) The Administrative Agent shall have received a Lender Consent Letter, substantially in the form of Exhibit A (the “Lender Consent Letter”), duly executed and delivered by the BorrowerRequired Lenders; (d) Each of the Loan Parties shall have executed and delivered, or shall have caused to be executed and delivered, all documents or other items reasonably required by the Administrative Agent to perfect its interest in the Specified IP Rights (as defined in the Guarantee and Collateral Agreement), including but not limited to a UCC-1 financing statement with respect to such Collateral, and each of the relevant Loan Parties has agreed to deliver the executed short-form security agreements referred to in Section 5.7(f) of the Guarantee and Security Agreement (as amended hereby) within 30 days of the Amendment Effective Date; (e) Each of the Loan Parties shall have executed and delivered, or shall have caused to be executed and delivered, such other items as the Administrative Agent may reasonably request and reasonably deem necessary or advisable to effect the amendments hereby and the agreements set forth in the Transaction Agreements, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Bank;; and (bf) the The Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed Borrower, including reasonable fees, disbursements and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower other charges of counsel to the Administrative Agent pursuant to and the Lenders as set forth in Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower 6 below, on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of Section 3 is expressly conditioned upon the date first written above (the “Amendment Effective Date”) when, satisfaction and only when, delivery of each of the following applicable conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):set forth below: (a) the Administrative Agent shall have received counterparts the following documents, each of which shall be in form and substance acceptable to Lenders: (i) this Amendment Agreement duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Obligors and each Bank;CRG Parties. (b) the Administrative Agent Obligors shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed or reimbursed Lenders for Lenders’ reasonable out of pocket costs and delivered by the Borrower expenses incurred in connection with the Amended Credit this Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices that have been presented to the Borrower on or before the date that is invoiced at least one Business Day prior to the date hereof;, including Lenders’ reasonable out of pocket legal fees and costs, pursuant to Section 13.03(a)(i)(z) of the Loan Agreement. (c) The representations and warranties in Section 7 shall be true and correct on the Administrative Agent shall have received an executed legal opiniondate hereof. (d) As a condition to the continued effectiveness of Section 3 hereof, the Obligors covenant to: (i) negotiate in good faith with CRG Parties regarding all offers and expressions of interest related to or involving (in whole or in part) a refinancing or restructuring of the Obligations or the sale of Obligors’ assets that are CRG Parties’ collateral, the chapter 11 process, any use of cash collateral or incremental financing, or any bidding procedures or other section 363-related activities that the Obligors may consider during the Forbearance Period; (ii) continue to provide the CRG Parties and their professionals with access to the electronic data room created by or on behalf of Obligors for the purpose of disseminating certain confidential information to CRP Parties and their professionals; (iii) continue to permit the CRG Parties to exercise their board of directors supervisor rights as provided in Section 8.15 of the Loan Agreement (as amended by Amendment and Waiver No. 3, dated as of the Amendment Effective DateOctober 30, of (i) Xxxxx Xxxxx L.L.P.2018), special counsel provided such right shall remain and be exercised in a manner to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory permit Obligors to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectprotect applicable privileges; and (eiv) maintain all accounts with respect to which a control agreement has been executed in favor of the CRG Parties and is in effect or over which the Secured Parties have “control” (as defined in the Uniform Commercial Code) and cause all cash or cash equivalents of the Obligors to be deposited in such accounts at all times and not to open any new accounts unless and until enforceable control agreements have become effective; provided, however, that the Obligors shall be permitted, in the ordinary course of business, to maintain and utilize (including by depositing cash or cash equivalents therein) the conditions precedent set forth in Section 5.3 of account denominated “Synergy Pharmaceuticals Inc. BENE Pharmametrics Inc. FBO Account” at Xxxxx Fargo Bank, N.A. without the Credit Agreement shall have been satisfiedrequirement to execute a control agreement with respect thereto.

Conditions to Effectiveness. This Amendment The amendments contained in Section 1 shall become be effective as upon satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received original, electronic or facsimile counterparts of this Amendment duly executed and delivered by Lenders constituting the BorrowerRequired Lenders and shall have received counterparts of this Amendment executed by the Borrower and counterparts of the Consent appended hereto as Exhibit A (the “Consent”) executed by the Grantors, as defined in the Administrative Agent, each Issuing Bank Guarantee and each BankCollateral Agreement (the “Grantors”); (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate counterpart to that certain Fee Letter (“Fee Letter”) dated as of November 18, 2012, by and between the Amendment Effective Date of Administrative Agent and the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving Borrower, executed and authorizing the execution, delivery and performance delivered by the Borrower Borrower, and all fees and expense reimbursements (including, without limitation, fees and expenses of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior counsel to the Amendment Effective Date in connection with its execution, delivery Agents and performance of this Amendment any invoiced fees and expenses payable under the Fee Letter) under the Fee Letter and the Loan Documents shall have been obtained and are in full force and effectpaid; and (ec) The Administrative Agent shall have received from the conditions precedent set forth Borrower, for account of each Lender (each, a “Consenting Lender”) which delivers its original, electronic or facsimile signature page to this Amendment no later than 5:00 p.m. (New York City time) on November 28, 2012 (the “Cutoff Date”), payment of an amendment fee (which shall be fully earned, non-refundable, and payable on First Amendment Effective Date (under and as defined in Section 5.3 the Credit Agreement, after giving effect to this Amendment)) equal to 12.5 basis points (0.125%) of the Credit Agreement shall have been satisfiedaggregate outstanding amount of Term Loans and Revolving Commitments of such Consenting Lender as of the Cutoff Date.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment No. 2 Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):on which: (a) the Administrative Agent (or its counsel) shall have received counterparts from the Credit Parties and each Lender, a counterpart of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, signed on behalf of each Issuing Bank and each Banksuch party; (b) the Administrative Agent (or its counsel) shall have received the following (or their equivalent), each (other than with respect to clause (iv)) certified by the secretary or assistant secretary of the Company as of the Amendment No. 2 Effective Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to the Agent: (i) copies of the articles of incorporation or charter documents of the Company, certified by the secretary or assistant secretary of the Company as of the Amendment No. 2 Effective Date to be true and correct and in force and effect pursuant to a certificate in a form reasonably satisfactory to the Agent, and that the articles or charter documents are in full force and effect; (ii) copies of resolutions of the board of directors of the Company approving and adopting this Amendment (including the transactions contemplated herein) and authorizing execution and delivery hereof; (iii) copies of the bylaws, operating agreement or partnership agreement of the Company, and that such by-laws, operating agreements or partnership agreements are in full force and effect; and (iv) copies, where applicable, of a certificate of good standing of the Company in its state of organization, certified as of a recent date by the appropriate Governmental Authorities of the applicable state of organization; (c) the representations and warranties set forth in Section 2 hereof shall be true and correct and the Agent shall have received a certificate of a Responsible Officer to such effect; (d) the Agent shall have received a legal opinion of Cravath, Swaine & Xxxxx LLP, special New York counsel to the Company, in form and substance reasonably acceptable to the Agent; (e) the Agent shall have received a certificate, in form and substance reasonably satisfactory to it, of a Responsible Officer certifying that immediately after giving effect to this Amendment, the Credit Parties taken as a whole are solvent as of the Amendment No. 2 Effective Date; (f) the Company shall have paid (i) all fees required to be paid by on the Borrower Amendment No. 2 Effective Date pursuant to fee letters executed the Engagement Letter, dated as of September 27, 2018 (the “Engagement Letter”), among the Company, Xxxxx Fargo Securities, LLC and delivered by the Borrower in connection with the Amended Credit Agreement Xxxxx Fargo Bank, National Association and (ii) all reasonable out-of-pocket fees and expenses required to be paid by the Borrower to the Administrative Agent due and payable pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented 4 hereof; and (g) to the Borrower on extent requested by the Agent or before the date that is one Business Day any Lender not less than five (5) days prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment No. 2 Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent Lenders shall have received a certificate dated certification regarding beneficial ownership as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance required by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior Beneficial Ownership Regulation in relation to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and Company (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfieda “Beneficial Ownership Certification”).

Conditions to Effectiveness. This Second Amendment shall become effective on and as of the date first written above (such date, the “"Second Amendment Effective Date”") when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):that: (a) the General Administrative Agent shall have received counterparts of this Amendment Second Amendment, duly executed and delivered by a duly authorized officer of each of the Borrower, the Administrative Agent, each Issuing Bank and each BankBorrowers; (b) the General Administrative Agent shall have received (i) all fees executed Lender Consent Letters, substantially in the form of Exhibit A hereto, from Lenders whose consent is required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 12.1 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofAgreement; (c) the General Administrative Agent shall have received the Initial Guarantee, duly executed and delivered by each Borrower and each Restricted Subsidiary; (d) concurrently with the effectiveness hereof, (i) the U.S. Borrower shall have issued and sold $275,000,000 aggregate principal amount of Senior Subordinated Notes and (ii) irrevocably deposited with the trustees under the Indentures amounts sufficient to redeem in full the Canadian Borrower Securities (including amounts sufficient to pay interest and redemption premium); (e) the General Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, opinion of (i) Xxxxx Xxxxx L.L.P.Drinker Biddle & Reath LLP, special counsel to the BorrowerBorrowers, (ii) Goodmanx, Xxxadixx xxunsel to the Canadian Borrower and certain of its Subsidiaries, and (iiiii) special Georgia counsel to the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the U.S. Borrower, in each case reasonably in form and substance satisfactory to the General Administrative Agent;; and (df) the General Administrative Agent shall have received received, for the account of each Lender executing this Second Amendment on or before December 19, 2001, a certificate dated as fee equal to .10% of the Amendment Effective Date sum of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving such Lender's U.S. Revolving Credit Commitment, Canadian Revolving Credit Commitment and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedoutstanding Term Loans.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is has been satisfied (or waived in accordance with Section 10.1 of the Credit Agreement“Effective Date”): (a) the Administrative Agent Borrower shall have received counterparts of delivered to Agent this Amendment Amendment, duly executed and delivered by the an authorized officer of Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) Borrower has duly authorized and issued to Lenders warrants, the Administrative form of which is attached hereto as Exhibit E-1 (collectively, the “2013 Warrants”), evidencing Lenders’ (or their respective affiliates or designees) right to acquire their respective Pro Rata Share of the class of stock of Borrower, on the terms and conditions set forth in the 2013 Warrants, as necessary to comply with the requirements of the Loan Documents. (c) all representations and warranties of Borrower contained herein shall be true and correct in all material respects as of the Effective Date (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof); (d) the secretary of Borrower shall have delivered to Agent a duly executed secretary’s and incumbency certificate identifying the current officers of Borrower who are duly authorized by Borrower’s board of directors to execute and deliver this Amendment and any related documents, together with resolutions of the governing board or body of Borrower authorizing the transactions contemplated by this Amendment and the issuance of the Warrant; and (e) Agent shall have received (i) from Borrower of all of the fees required to be paid by the Borrower owing pursuant to fee letters executed this Amendment and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all Agent’s reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, fees and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedexpenses.

Conditions to Effectiveness. This Amendment The amendments contained in Section 1 shall become be effective as upon satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received original, electronic or facsimile counterparts of this Amendment duly executed and delivered by Lenders constituting the BorrowerMajority Facility Lenders under the Revolving Facility and shall have received counterparts of this Amendment executed by the Borrower and counterparts of the Consent appended hereto as Exhibit A (the “Consent”) executed by the Grantors, as defined in the Administrative Agent, each Issuing Bank Guarantee and each BankCollateral Agreement (the “Grantors”); (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate counterpart to that certain Fee Letter (“Fee Letter”) dated as of even date herewith, by and between the Amendment Effective Date of Administrative Agent and the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving Borrower, executed and authorizing the execution, delivery and performance delivered by the Borrower Borrower, and all fees and expense reimbursements (including, without limitation, fees and expenses of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior counsel to the Amendment Effective Date in connection with its execution, delivery Agents and performance of this Amendment any invoiced fees and expenses payable under the Fee Letter) under the Fee Letter and the Loan Documents shall have been obtained and are in full force and effectpaid; and (ec) The Administrative Agent shall have received from the conditions precedent set forth in Section 5.3 Borrower, for account of each Lender which delivers its original, electronic or facsimile signature page to this Amendment no later than 6:00 p.m. (New York City time) on June 8, 2009, payment of an amendment fee (which shall be fully earned and non-refundable when paid) equal to 5 basis points (0.05%) of the Credit Agreement shall have been satisfiedaggregate outstanding amount of Revolving Commitments of such Lender as of the close of business on June 8, 2009.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective be subject to satisfaction of the following conditions on or prior to June 26, 1997: (a) The Agent shall have received copies, certified by a duly authorized officer of the Borrower as of the date first written above (hereof, of the “Amendment Effective Date”) whenresolution of the board of directors of the Borrower approving the transactions contemplated hereby and the execution and delivery of this Amendment, and only whenas to the titles, each incumbency, and specimen signatures of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of officers signing this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;documents relating thereto. (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative The Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a duly authorized officer of the Borrower certifying (i) certifying that no amendments to the resolutions certificate or articles of the Board of Directors incorporation or organization of the Borrower approving have been undertaken since such documents were last delivered to the Agent on the Effective Date, and authorizing (ii) certifying that no amendments to the executionby-laws of the Borrower have been undertaken since such documents were last delivered to the Agent on the Effective Date. (c) The Agent shall have received evidence that the Bankruptcy Court shall have entered the Second Amendment Order, delivery which must be satisfactory in all respects to the Agent and the Agent's Special Counsel, following requisite and proper prior notice of at least fifteen (15) days to the required parties in interest in the Case, and a related final hearing in the Case if required by the Bankruptcy Court, under Section 364(c) of the Bankruptcy Code and Bankruptcy Rule 4001(c) with respect to the matters set forth in this Amendment. The Second Amendment Order shall be in full force and effect and shall not have been reversed, modified, amended or stayed in any respect. If the Second Amendment Order is the subject of a pending appeal in any respect, none of the Second Amendment Order, the making of the Loans, the issuance, extension or renewal of any Letters of Credit, or the performance by the Borrower of any of its obligations under any of the Loan Documents shall be the subject of a presently effective stay pending appeal. The Borrower, the Agent and the Banks shall be entitled to rely in good faith upon the Second Amendment Order notwithstanding any objection thereto or appeal therefrom by any interested party. The Borrower, the Agent and the Banks shall be permitted and required to perform their respective obligations in compliance with this Amendment and the Loan Agreement notwithstanding any such objection or appeal unless the Second Amendment Order has been stayed by a court of competent jurisdiction. (iid) that all material authorizations, approvals and consents required to be obtained by The Agent shall have received from the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment most recently required Borrowing Base Report as well as such other documents or instruments relating hereto as the Agent shall have been obtained and are in full force and effect; andreasonably requested. (e) The Agent shall have received a favorable legal opinion addressed to the conditions precedent set forth in Section 5.3 Banks and the Agent, dated as of the Credit Agreement shall have been satisfieddate hereof, in form and substance satisfactory to the Agent, from Xxxx, Xxxxxxx & Cleveland, counsel to the Borrower.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each The amendments set forth herein are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of on the Credit Agreement):date hereof: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate dated facility fee in the amount of $43,750, $13,125 of which shall be payable to SBLI and $30,625 of which shall be payable to EAB. (b) Each Lender shall have received an original Amended and Restated Note, in the applicable form attached hereto as Exhibit A, with the appropriate insertions and duly executed by the Company. (c) The Administrative Agent shall have been reimbursed for the reasonable legal fees of counsel incurred in connection with the preparation of the Amendment Effective Date amendments. (d) The Administrative Agent shall have received the following: (i) UCC search results identifying the financing statements on file with respect to the Company; (ii) a certificate of the Secretary or Assistant Secretary of the Borrower certifying Borrower, (iA) attesting to all corporate action taken by the Borrower, including resolutions of the its Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecteach other document to be delivered pursuant to this Amendment; and (eB) the conditions precedent stating that, except as set forth in such certificate, the corporate documents previously delivered to the Lenders have not been amended, modified, revoked or rescinded as of the date of their prior certification and (C) certifying the names and true signatures of certain officers of the Borrower authorized to sign this Amendment and the other Loan Documents. (iii) a certificate of an Executive Officer of the Borrower stating that, except as set forth in such certificate with respect to a matter concerning the representations contained in clause (a) of Section 5.3 4.06 of the Credit Agreement, the representations and warranties in Article IV of the Credit Agreement shall have been satisfiedare true and correct on such date as though made on and as of such date, unless such representation is as of a specific date, in which case, as of such date, and that no event has occurred as is continuing which constitutes a Default or Event of Default, (iv) such other documents, instruments, approvals, opinions and evidence as the Lenders may reasonably require.

Conditions to Effectiveness. This Amendment The Extension shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent shall have been satisfied: (a) the a. The Administrative Agent shall have received counterparts of this Amendment Agreement duly executed and delivered by the BorrowerODEC, the Administrative Agent, each Issuing Bank Agent and each Bank;Extending Lenders constituting the Required Lenders. (b) the Administrative Agent b. ODEC shall have received paid (i) all fees required to be paid by National Rural Utilities Cooperative Finance Corporation, for the Borrower pursuant account of each Extending Lender, an extension fee equal to fee letters executed and delivered by 0.05% of such Lender’s Commitment as of the Borrower in connection with Effective Date, giving effect to the Amended Credit Agreement and Commitment Reduction on a pro forma basis as if such Commitment Reduction was effective as of the Effective Date, (ii) all the other fees and reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Effective Date under that Administrative Agent shall have received an executed legal opinionFee Letter, dated as of February 7, 2020, among ODEC and National Rural Utilities Cooperative Finance Corporation and (iii) all other fees and reasonable expenses of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Borrower, Effective Date (including reasonable fees and (iiexpenses of counsel) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;connection with this Agreement. (d) the c. The Administrative Agent shall have received a certificate (the statements contained in which shall be true) of a duly authorized officer of ODEC, dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower date hereof, certifying that (i) the resolutions no Default or Event of the Board of Directors of the Borrower approving Default has occurred and authorizing the executionis continuing, delivery both immediately before and performance by the Borrower of after giving effect to this Amendment Agreement, and (ii) that all material authorizationsthe representations and warranties contained in the Credit Agreement are true and correct on and as of the Effective Date, approvals both immediately before and consents required after giving effect to be obtained by this Agreement, or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date. d. To the Borrower extent ODEC qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, ODEC shall have delivered directly to any Lender requesting the same, a Beneficial Ownership Certification at least five (5) Business Days prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as of the date first above written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):: (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed that, when taken together, bear the signatures of the Borrowers and delivered by all the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Lenders. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Fronting Bank, a favorable written opinion of Simpxxx Xxxxxxx & Xartxxxx xxx McDonald, Hopkins, Burkx & Xabex, counsel for the Borrowers, substantially to the effect set forth in Annex I and Annex II hereto, respectively, (i) dated the date hereof, (ii) addressed to the Fronting Bank, the Administrative Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents and the RTI Joint Venture Arrangements as the Administrative Agent shall reasonably request. Each of the Borrowers hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Amendment, the borrowings and extensions of credit hereunder, the other Loan Documents and the RTI Joint Venture Arrangements shall be reasonably satisfactory to the Lenders, the Fronting Bank and Cravath, Swaine & Moorx, xxunsel for the Administrative Agent and the Collateral Agent. (d) The Collateral Agent shall have received each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in the Security Agreements) a valid, legal and perfected first-priority security interest in and lien on any accounts receivable that may be assigned or transferred to the Borrowers by RES pursuant to Section 3.2(e) of the RTI Agreement. (e) The Administrative Agent shall have received (i) a copy of the certificate of formation, including all fees required to be paid amendments thereto, of RTI, certified as of a recent date by the Borrower pursuant Secretary of State of the State of Delaware, and a certificate as to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and good standing of RTI as of a recent date from such Secretary of State; (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of RTI dated the Borrower date hereof and certifying (A) that attached thereto is a true and complete copy of the RTI Agreement as in effect on the date hereof and (B) that the certificate of formation of RTI has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above; (iii) a certificate of another officer of RTI as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other similar documents as the Lenders or Cravath, Swaine & Moorx, xxunsel for the Administrative Agent, may reasonably request. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Borrower, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Borrower as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Borrower dated the date hereof and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Borrower as in effect on the date hereof and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the such Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment and the RTI Agreement, and that such resolutions have not been obtained modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Borrower; and(iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) above; and (iv) such other similar documents as the Lenders or Cravath, Swaine & Moorx, xxunsel for the Administrative Agent, may reasonably request. (eg) The Administrative Agent shall have received a certificate of each Borrower, dated the conditions precedent date hereof and signed by a Financial Officer of and on behalf of each Borrower, confirming the accuracy of the representations and warranties set forth in Section 5.3 18 of this Amendment. (h) The Administrative Agent shall have received (i) (A) a Borrowing Base Certificate showing the Borrowing Base and (B) an Interim Standby Borrowing Amount Certificate showing the Interim Standby Borrowing Amount, in each case as of the close of business on April 30, 1999, such Certificate to be certified as complete and correct on behalf of BarTech by a Financial Officer of BarTech, and (ii) such other supporting documentation and additional reports with respect to the Borrowing Base and the Interim Standby Borrowing Amount as the Administrative Agent shall reasonably request. (i) The amendments (the "Other Credit Agreement Amendments") to the (i) Second Amended and Restated Revolving Credit Agreement dated as of April 25, 1997 (the "RES Credit Agreement"), among RES, BankBoston, N.A. ("Bank Boston"), the other lending institutions listed therein and Congress Financial Corporation (New England)(collectively, the "RES Lenders") and BankBoston, as agent for itself and such other lending institutions, and (ii) the Credit Agreement dated as of September 8, 1998 (the "RES Holding Credit Agreement"), among RES Holding Corporation, a Delaware corporation, the financial institutions listed therein (the "RES Holding Lenders"), The Chase Manhattan Bank ("Chase"), as administrative agent and collateral agent for the RES Holding Lenders, and DLJ Capital Funding, Inc., as documentation agent for the RES Holding Lenders, required in connection with the implementation of the RTI Joint Venture Arrangements shall have been executed and delivered in form and substance reasonably satisfactory to the Administrative Agent and copies thereof delivered to the Administrative Agent along with such other documents, opinions or certificates relating thereto as the Administrative Agent may reasonably request. (j) The Administrative Agent shall be satisfied that all conditions to the effectiveness of the Other Credit Agreement Amendments shall have been satisfied and there shall be no default or event of default under the RES Credit Agreement or the RES Holding Credit Agreement. (k) The RES Letter of Credit shall have been issued, shall be in form and substance reasonably satisfactory to the Administrative Agent and Cravath, Swaine & Moorx, xxunsel for the Administrative Agent, not less than the RES Letter of Credit Base Amount shall be available for disbursement thereunder, and the Collateral Agent shall have a perfected first priority security interest therein and the right to make drawings thereunder. (l) The First Amendment, dated as of May 5, 1999, to the Facility Pledge Agreement shall have been satisfiedduly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect. (m) The Administrative Agent shall have been reimbursed or paid by BarTech for all out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moorx, xxunsel for the Administrative Agent.

Conditions to Effectiveness. This Amendment The obligations of the Lenders to make Loans hereunder shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):9.2). (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Closing Date, including reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Credit Document and under any agreement with the Administrative Agent or SunTrust Xxxxxxxx Xxxxxxxx, Inc., as Arranger. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent pursuant to Section 10.5 (which may include telecopy transmission of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date an executed signature page of this Agreement) that is one Business Day prior to the date hereofsuch party has signed a counterpart of this Agreement; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent[Reserved]; (diii) the evidence satisfactory to Administrative Agent shall that the Existing Credit Agreement has been terminated and all amounts owing to the Lenders thereunder have received been paid in full; (iv) a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iv), attaching and certifying (i) copies of its bylaws and of the resolutions of the Board its boards of Directors of the Borrower approving and directors, authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement Documents and certifying the name, title and true signature of each officer of the Borrower executing the Credit Documents; (v) certified copies of the articles or certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdictions of organization of the Borrower and each other jurisdiction in which the failure to so qualify and be in good standing would have or would reasonably be expected to have a Material Adverse Effect; (vi) a favorable written opinion of inside or outside counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Credit Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall have been satisfied.reasonably request; (vii) a certificate in the form of Exhibit 3.1(b)(vii), dated the Closing Date and signed by a Financial Officer, certifying that (A) no Default or Event of Default exists,

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “First Amendment Effective Date”) when, and only when, that each of the following conditions precedent is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to First Amendment Effective Date the date hereof; (c) following, each dated the Administrative Agent shall have received an executed legal opinion, dated as of the First Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative AgentAgent in sufficient copies for each Lender: (i) certified copies of the Borrower’s certificate of incorporation and bylaws, and resolutions of the board of directors of the Borrower approving this Amendment, a certificate of good standing for the Borrower from its jurisdiction of incorporation and all documents evidencing other necessary corporate action and Governmental Approvals, if any, with respect to this Amendment; (dii) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions names and true signatures of the Board of Directors officers of the Borrower approving authorized to sign this Amendment and authorizing the execution, delivery and performance other documents to be delivered by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecthereunder; and (eiii) a favorable opinion of counsel for the conditions precedent set forth Borrower (which may be an attorney of American Electric Power Service Corporation), substantially in the form of Exhibit D hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request. (b) On the First Amendment Effective Date, the following statements shall be true and the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the First Amendment Effective Date, stating that: (i) The representations and warranties of the Borrower contained in Section 5.3 4.01 of the Credit Agreement are true and correct in all material respects (or, if already qualified by materiality, in all respects) on and as of the First Amendment Effective Date, as though made on and as of such date; provided, however, (A) any reference to the Disclosure Documents in Section 4.01 of the Credit Agreement shall be deemed to be a reference to the Amendment Disclosure Documents, (B) any reference to Schedule 4.01(m) in Section 4.01 of the Credit Agreement shall be deemed to be a reference to Schedule 4.01(m), as amended by this Amendment, (C) any reference to December 31, 2015 in Section 4.01 of the Credit Agreement shall be deemed to be a reference to December 31, 2017 and (D) any reference to March 31, 2016 shall be deemed to be a reference to March 31, 2018 and June 30, 2018 and (ii) No event has occurred and is continuing that constitutes a Default. (c) The Borrower shall have been satisfiedpaid all fees and expenses of the Administrative Agent, the Joint Lead Arrangers and the Lenders then due and payable in accordance with the terms of the (i) the Commitment Letter, dated as of September 19, 2018, among the Borrower, Xxxxx Fargo Bank, Xxxxx Fargo Securities, JPMorgan, Barclays, Scotiabank, MUFG, CGMI, Bank of America, MLPFS and Mizuho, (ii) the Fee Letter, dated as of September 19, 2018, among the Borrower, Xxxxx Fargo Bank, Xxxxx Fargo Securities, JPMorgan and Barclays, (iii) the Fee Letter, dated as of September 19, 2018, among the Borrower, Scotiabank, MUFG, CGMI, Bank of America, MLPFS and Mizuho and (iv) the other Loan Documents. (d) The Administrative Agent shall have received counterparts of this Amendment, executed and delivered by the Borrower and the Lenders. (e) The Administrative Agent shall have received all promissory notes (if any) requested by the Lenders pursuant to Section 2.10(d), duly completed and executed by the Borrower and payable to such Lenders. (f) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and, if the Borrower qualified as a “legal entity customer” under 31 C.F.R § 1010.230 (the “Beneficial Ownership Regulation”), a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (“Beneficial Ownership Certificate”) in relation to the Borrower. (g) The Administrative Agent shall have received copies of the Borrower’s Report on Form 10-K, as filed with the SEC, for the fiscal year ended December 31, 2017, the Borrower’s Quarterly Reports on Form 10-Q, as filed with the SEC, for the periods ended March 31, 2018 and June 30, 2018, and the Borrower’s Current Reports on Form 8-K, as filed with the SEC after the date of filing the Borrower’s Quarterly Report on Form 10-Q for the period ended June 30, 2018 but prior to the First Amendment Effective Date (collectively, the “Amendment Disclosure Documents”). (h) The Administrative Agent shall have received copies or other evidence of such other approvals and such other opinions or documents as may be reasonably requested by the Administrative Agent or by any Lender or any LC Issuing Bank through the Administrative Agent.

Conditions to Effectiveness. This Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being referred to herein as the Credit Agreement"Sixth Amendment Effective Date"): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Sixth Amendment Effective Date, Company and the Guarantors shall have delivered to Administrative Agent executed copies of (i) Xxxxx Xxxxx L.L.P.this Amendment. B. On or before the Sixth Amendment Effective Date, special counsel Administrative Agent and Requisite Lenders shall have delivered to the Borrower, and (ii) the general counsel Administrative Agent an executed original or an associate general counsel and assistant corporate secretary (telefacsimile of a counterpart of this Amendment or its equivalent) shall have orally confirmed to Administrative Agent that such Lender agreed to all of the Borrowerterms and conditions of this Amendment, in each case reasonably satisfactory to as set forth herein. C. On or before the Administrative Agent; (d) the Administrative Agent Sixth Amendment Effective Date, Company shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions delivered Resolutions of the Board of Directors of the Borrower Company approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsAmendment, approvals and consents required to be obtained by certified as of the Borrower prior to the Sixth Amendment Effective Date in connection with by its execution, delivery and performance of this Amendment have been obtained and are corporate secretary or an assistant secretary as being in full force and effect; and effect without modification or amendment and shall have delivered an Officer's Certificate in form and substance satisfactory to the Administrative Agent certifying that the Subordinated Indebtedness contemplated to be issued will be issued in compliance with subsections 6.1 (evi), 6.1 (viii) the conditions precedent set forth in Section 5.3 and 6.1(xii) of the Credit Agreement Agreement. D. On or before the Sixth Amendment Effective Date, Administrative Agent shall have been satisfied.received for distribution to each Lender consenting to this Amendment in accordance with its Pro Rata Share under the Credit Agreement a non-refundable amendment fee equal to 0.05% of the sum of such Lender's (i) Revolving Loan Exposure, (ii) Existing Term Exposure, (iii) Tranche A Exposure, (iv) Tranche B Exposure and (v) Tranche D Exposure, in effect as of the date hereof

Conditions to Effectiveness. This Amendment The Extension set forth in Section 1 and the limited waiver set forth in Section 2 shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent shall have been satisfied: (a) the a. The Administrative Agent shall have received counterparts of this Amendment Agreement duly executed and delivered by AWCC, the BorrowerParent (solely for purposes of acknowledging Section 4), the Administrative Agent, each Issuing Bank Agent and each Bank;Extending Lenders constituting the Required Lenders. (b) the Administrative Agent b. AWCC shall have received paid (i) all fees required to be paid by Xxxxx Fargo Securities, LLC (“WFS”), for the Borrower pursuant account of each Extending Lender, an extension fee equal to fee letters executed and delivered by 0.06% of such Lender’s Commitment as of the Borrower in connection with the Amended Credit Agreement and Effective Date, (ii) all the other fees and reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionEffective Date under that certain fee letter, dated as of March 17, 2020, among AWCC, WFS and Xxxxx Fargo Bank, National Association and (iii) all other fees and reasonable expenses of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel Administrative Agent and the Lenders required under the Credit Agreement and any other Loan Document to be paid on or prior to the Borrower, Effective Date (including reasonable fees and (iiexpenses of counsel) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;connection with this Agreement. (d) the c. The Administrative Agent shall have received a certificate of a Responsible Officer of AWCC, dated as of the Amendment Effective Date Date, confirming satisfaction of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 Sections 3.02(b) and 3.02(c) of the Credit Agreement (with all references in such Sections to a Borrowing or Swing Line Borrowing being deemed to be references to the extension of the Termination Date). d. The Administrative Agent shall have been satisfiedreceived copies (certified to be true and complete by a Responsible Officer of the Borrower) of all governmental approvals (if any) required for each of the Borrower and the Parent in connection with the Extension.

Conditions to Effectiveness. This Amendment shall become effective as on the date on which each of the date first written above following conditions is satisfied or waived (the “Amendment Effective Date”): (i) when, The Administrative Agent (or its counsel) shall have received an executed counterpart of this Amendment from Lenders constituting the Requisite Lenders and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):other parties hereto; (aii) A minimum of $150,000,000 aggregate principal amount of Term Loans shall have been requested to be extended by Lenders executing counterparts of this Amendment pursuant to the provisions of this Amendment. (iii) The Administrative Agent shall have received counterparts a favorable written opinion of this Amendment duly executed and delivered by Xxxxxxxx & Xxxxx LLP, counsel to the Borrower, addressed to the Administrative Agent, each Issuing Bank Collateral Agent and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionLender, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent; (div) The Administrative Agent shall have received payment of (x) a consent fee on behalf of each Term Lender consenting to this Amendment in an amount equal to 0.50% of the aggregate amount of Term Loans then outstanding owing to such Lender and (y) an extension fee on behalf of each Revolving Lender agreeing to become an Extending Revolving Lender in an amount equal to 1.50% of the aggregate amount of the Revolving Credit Commitments of such Lender being extended; (v) The Subsidiary Lender Agreement dated March 18, 2009 between Chicopee, Inc. and the Administrative Agent, which provides for the Administrative Agent’s consent to the assignment of Term Loans to Chicopee, Inc. if certain conditions are met, shall be amended such that assignments of Term Loans by a Subsidiary Lender may only be made to other Subsidiary Loan Parties who agree to be bound by the terms and conditions of the Subsidiary Lender Agreement, as such agreement may be amended from time to time. (vi) The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each applicable Subsidiary Loan Party relating thereto); (vii) The Administrative Agent shall have received a copy of, or a certificate dated as to coverage under, the insurance policies required by Section 5.04(a)(vi) of the Credit Agreement; (viii) The Lead Arranger shall have received all fees and expenses due it pursuant to that certain engagement letter by and between the Lead Arranger and the Borrower; and (ix) All fees and expenses payable on or before the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date Administrative Agent or its Affiliates in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedpaid, including the reasonable fees, charges and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each on which all of the following conditions is precedent have been satisfied (or waived in accordance with Section 10.1 of (the Credit Agreement"Effective Date"): (a) the The Administrative Agent shall have received five counterparts of this Amendment hereof duly executed and delivered by the each Borrower, the Administrative Agent, each Issuing Bank and each Bank;. (b) the The Administrative Agent shall have received executed Lender Consent Letters, substantially in the form of Exhibit A hereto (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 "Lender Consent Letters"), from each of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Lenders. (c) the The Administrative Agent shall have received an executed legal opinionAcknowledgment and Consent, in the form of Exhibit X-0, X-0 or B-3, as applicable, from each Guarantor and each Pledgor other than the Borrowers. (d) The Administrative Agent shall have received for the account of each Lender that executes and delivers to the Administrative Agent a Lender Consent Letter at or prior to 5:00 P.M., New York City time, on May 9, 2003, a consent fee equal to 0.15% of the aggregate unpaid principal amount of such Lender's Loans on such date. (e) If required by Administrative Agent, Lenders and their respective counsel shall have received originally executed copies of one or more favorable written opinions of counsel for Borrowers, Guarantors and Pledgors in form and substance satisfactory to Administrative Agent and its counsel, dated as of the Fourth Amendment Effective Date, with respect to the validity, binding effect and enforceability of this Amendment, and due authorization, execution and delivery thereof, and as to such other matters as Administrative Agent acting on behalf of Lenders may request. (f) On or before the Effective Date, all corporate and other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. (g) Borrowers shall have paid the fees, costs and expenses of Administrative Agent's counsel in connection with this Amendment. (h) The Administrative Agent shall have received evidence satisfactory to it and its counsel that the Revolver Administrative Agent and the Lenders under the Revolving Credit Agreement (i) Xxxxx Xxxxx L.L.P.have modified, special counsel to or concurrently with the BorrowerEffective Date will modify, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, Revolving Credit Agreement in each case reasonably a manner satisfactory to the Administrative Agent; (d) Agent and the Lenders and the Administrative Agent shall have received a certificate dated as been provided with true, correct and complete copies of the Amendment Effective Date of documents effecting such modifications to the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment Revolving Credit Agreement and (ii) that all material authorizations, approvals and consents required have consented to be obtained by the Borrower prior or waived their right to consent to the Amendment Effective Date in connection with its execution, Borrowers' and the Guarantors' execution and delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAmendment.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as Agreement is subject to the prior or concurrent satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is and this Amendment Agreement shall become effective on the first Business Day on which the following conditions are satisfied or waived (the “Third Amendment Effective Date”): 3.1 Administrative Agent shall have received: (i) a copy of this Amendment Agreement executed by Xxxxxxxx, each other Credit Party, the Administrative Agent and the Required Revolving Lenders; (ii) a duly executed certificate of the secretary (or waived in accordance with Section 10.1 similar Authorized Signatory) of each Credit Party dated as of the Third Amendment Effective Date, 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 Agreement):Party as in effect on the Third 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 Agreement and the other Loan Documents to which such Credit Party is a party; (aiii) payment of all fees, costs and expenses required to be paid on or prior to the Third Amendment Effective Date pursuant to any Loan Document, including, without limitation, all reasonable legal fees and documented out of pocket expenses of the Administrative Agent reimbursable under Section 11.2 of the Loan Agreement (including in connection with this Amendment Agreement); and (iv) the Administrative Agent shall have received counterparts of this Amendment duly executed such other certificates, documents and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) agreements as the Administrative Agent or any Lender may reasonably request. 3.2 No Default or Event of Default shall have received (i) all fees required to occurred and be paid continuing or shall be caused by the Borrower pursuant to fee letters executed transactions contemplated by this Amendment Agreement. 3.3 All of the representations and delivered by the Borrower in connection with the Amended Credit warranties under this Amendment Agreement and (ii) all reasonable out-of-pocket expenses required to the other Loan Documents, shall be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated true and correct as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to date hereof and the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Third Amendment Effective Date of (except to the Secretary extent relating specifically to a specific prior date) in all material respects (provided that if any representation or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving warranty already includes a materiality or material adverse effect qualifier, such representation or warranty shall be true and authorizing the executioncorrect in all respects), delivery both before and performance by the Borrower of after giving effect to this Amendment Agreement and (ii) that all material authorizations, approvals and consents required after giving effect to be obtained by the Borrower prior any updates to information provided to the Amendment Effective Date Lenders in connection accordance with its execution, delivery the terms of such representations and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedwarranties.

Conditions to Effectiveness. This Amendment shall become effective as Upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 conditions, this Agreement shall be deemed effective as of the Credit Agreement):June 29, 2008: (a) the Administrative Agent shall have received counterparts of this Amendment duly Agreement executed by the Administrative Agent (on behalf of itself and delivered each of the Consenting Lenders by virtue of each Consenting Lender’s execution of a Lender Authorization), the Borrower, the Administrative AgentU.S. Borrower, each Issuing Bank the Parent and each Bankof the Grantors; (b) the Administrative Agent shall have received (i) all fees required to be paid by executed Lender Authorizations from the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofrequisite Consenting Lenders; (c) the Administrative Agent shall have received an executed legal opinionbeen reimbursed for all fees and out-of-pocket charges and other expenses incurred in connection with this Agreement, dated as including, without limitation, the reasonable fees and disbursements of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to for the Administrative Agent; (d) the U.S. Borrower shall have paid to the U.S. Administrative Agent (or its applicable affiliates), for the account of each Consenting Lender (including the Administrative Agent and the U.S. Administrative Agent) that executes and delivers this Agreement or a Lender Authorization to the U.S. Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on August 6, 2008, an amendment fee in an amount equal to (a) 10 basis points times the principal amount of such Consenting Lender’s Commitment plus (b) 10 basis points times the principal amount of such Consenting Lender’s “Commitment” (as defined in the U.S. Credit Agreement); (e) the Administrative Agent shall have received a certificate dated corresponding amendment to the U.S. Credit Agreement, in form and substance substantially consistent with this Agreement (with such changes as of are applicable only to the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the executionU.S. Credit Agreement), delivery and performance duly executed by the Borrower of this Amendment U.S. Administrative Agent, the U.S. Borrower, the Parent, each U.S. Guarantor and the requisite Consenting Lenders (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectwhether directly or through a lender authorization); and (ef) the conditions precedent set forth in Section 5.3 of the Credit Agreement Administrative Agent shall have been satisfiedreceived such other instruments, documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement.

Conditions to Effectiveness. This 2.1 Section 1 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being the Credit Agreement):“Effective Date”) (a) the Administrative Agent shall have received counterparts 2.1.1 Certified copies of this Amendment duly executed and delivered its constitutional documents, each certified by the Borrowerappropriate governmental officer in its jurisdiction of organization if applicable, the Administrative Agentand otherwise by its Secretary, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the dated a recent date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, . 2.1.2 Resolutions of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Effective Date by its corporate secretary as being in full force and effect without modification or amendment. 2.1.3 Signature and incumbency certificates of its officers executing this Amendment. 2.1.4 Executed copies of this Amendment, executed and delivered by the Borrower Borrower 2.1.5 Executed copies of an amendment to the Account Control Agreement, in form and substance satisfactory to the Issuer, updating Exhibit A thereto to conform to the applicable percentages for OECD Governmental Bonds, MBS Securities and Corporate Bonds in the definition of Adjusted Collateral Value as amended hereby and such other charges to conform to the Credit Agreement as Issuer may reasonably request. 2.1.6 Receipt of any required regulatory approvals from any Governmental Authority with respect to the transactions contemplated by the Amendment. 2.1.7 A favorable legal opinion of Bermuda counsel to the Borrower, as to the due execution and authorization of this Amendment and (ii) that all material authorizations, approvals and consents required the amendment to be obtained the Account Control Agreement by the Borrower prior Borrower, and such other opinions as Issuer may reasonably request. 2.1.8 Payment of an amendment fee in the amount of $55,000 in immediately available funds to Issuer and payment of all reasonable legal fees and expenses of Xxxxx & Xxxxx LLP, counsel to the Amendment Effective Date Issuer, in connection with its execution, delivery the preparation and performance closing of this Amendment Amendment, to the extent invoiced on or before the Closing Date. 2.1.9 Such other documents as the Issuer or its counsel may have been obtained and are reasonably requested in full force and effect; and (e) connection with the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedtransactions contemplated hereby.

Conditions to Effectiveness. This Amendment shall become be effective as of on the date first written above (the “Third Amendment Effective Date”) when, and only when, each of upon which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent have been satisfied: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Guarantors and each Bankthe Required Lenders; (b) either (i) the Administrative Agent shall have received (i) evidence that all fees required to be paid by Term Loan Indebtedness and other obligations under the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Term Loan Credit Agreement and then due have been repaid in full, or (ii) all reasonable out-of-pocket expenses required to be paid by (A) no Default or Event of Default (as such terms are defined in the Borrower Term Loan Credit Agreement) shall exist under the Term Loan Credit Agreement, and (B) to the Administrative Agent pursuant to Section 10.5 of extent the Term Loan Credit Agreement for which reasonably detailed invoices have been presented contains covenants that are the same as covenants being amended by this Amendment, such covenants in the Term Loan Credit Agreement shall be amended to the Borrower on or before the date that is one Business Day prior to the date hereofsame extent as set forth herein; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower Borrower, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) the resolutions or other evidence of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of authority adopted with respect to this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effecttransactions contemplated hereby; and (ed) the conditions precedent set forth in Section 5.3 of the Credit Agreement Borrower shall have been satisfiedpaid (i) to Banc of America Securities LLC, as Arranger, (the “Arranger”), for its own account, the fees and expenses then due and payable to the Arranger, (ii) to the Administrative Agent, for the benefit of each Lender executing this Amendment by 5:00 p.m. on November 24, 2009, a fee in the amount indicated by notice from the Administrative Agent to the Lenders, and (iii) fees and expenses required to be reimbursed or paid by the Borrower pursuant to the Loan Documents, including the fees and expenses of counsel to the Administrative Agent, in each case to the extent invoiced to the Borrower at least one Business Day prior to the Third Amendment Effective Date.

Conditions to Effectiveness. This 2.1 Section 1 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied precedent (or waived in accordance with Section 10.1 the date of satisfaction of such conditions being the Credit Agreement):“Effective Date”) (a) the Administrative Agent shall have received counterparts 2.1.1 Certified copies of this Amendment duly executed and delivered its constitutional documents, each certified by the Borrowerappropriate governmental officer in its jurisdiction of organization if applicable, the Administrative Agentand otherwise by its Secretary, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the dated a recent date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, . 2.1.2 Resolutions of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Effective Date by its corporate secretary as being in full force and effect without modification or amendment. 2.1.3 Signature and incumbency certificates of its officers executing this Amendment. 2.1.4 Executed copies of this Amendment, executed and delivered by the Borrower Borrower 2.1.5 Executed copies of an amendment to the Account Control Agreement, in form and substance satisfactory to the Issuer, updating Exhibit A thereto to conform to the applicable percentages for OECD Governmental Bonds, MBS Securities and Corporate Bonds in the definition of Adjusted Collateral Value as amended hereby and such other charges to conform to the Credit Agreement as Issuer may reasonably request. 2.1.6 Receipt of any required regulatory approvals from any Governmental Authority with respect to the transactions contemplated by the Amendment. 2.1.7 A favorable legal opinion of Bermuda counsel to the Borrower, as to the due execution and authorization of this Amendment and (ii) that all material authorizations, approvals and consents required the amendment to be obtained the Account Control Agreement by the Borrower prior Borrower, and such other opinions as Issuer may reasonably request. 2.1.8 Payment of an amendment fee in the amount of $55,000 in immediately available funds to Issuer and payment of all reasonable legal fees and expenses of Axxxx & Oxxxx LLP, counsel to the Amendment Effective Date Issuer, in connection with its execution, delivery the preparation and performance closing of this Amendment Amendment, to the extent invoiced on or before the Closing Date. 2.1.9 Such other documents as the Issuer or its counsel may have been obtained and are reasonably requested in full force and effect; and (e) connection with the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedtransactions contemplated hereby.

Conditions to Effectiveness. This The effectiveness of this Amendment and Section 2 and Section 3 hereof shall become effective as be subject to the satisfaction of each of the following conditions precedent (the date first written above on which all such conditions precedent are satisfied (or waived by the Lenders), the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of received, in form and substance reasonably satisfactory to it and Lenders, this Amendment duly executed by Xxxxxxxx, Administrative Agent and delivered all of the Lenders party to the Loan Agreement as required by Section 13.04 of the BorrowerLoan Agreement, the and by each Grantor and Administrative Agent, each Issuing Bank and each Bank;as required by Section 5.03 of the Security Agreement. (b) the Borrower shall have paid or reimbursed Administrative Agent shall have received (i) and the Lenders for all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all of their reasonable out-of-pocket costs and expenses required (including all reasonable fees, expenses and disbursements of counsel to be paid Administrative Agent, directly to such counsel if requested by Administrative Agent) in connection with the Borrower to the Administrative Agent negotiation and preparation of this Amendment, pursuant to Section 10.5 13.03(a)(i)(z) of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Loan Agreement. (c) The representations and warranties in Section 5 shall be true in all material respects on the date hereof and on the date on which each of the foregoing conditions is satisfied. (d) Administrative Agent shall have received an executed legal opinion, dated updated organizational chart showing the current structure of the Obligors and their Subsidiaries as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent;. (de) the Administrative Agent shall have received a certificate dated as of all documentation and other information regarding the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date Obligors requested in connection with its executionapplicable “know your customer” and anti-money laundering rules and regulations, delivery and performance of this Amendment have been obtained and are in full force and effect; andincluding the USA PATRIOT Act. (ef) the conditions precedent set forth in Section 5.3 of the Credit Agreement Administrative Agent shall have been satisfiedreceived such other assurances, certificates, documents, information, consents or opinions as Administrative Agent or the Lenders reasonably may require.

Conditions to Effectiveness. Section 4.1. This Amendment shall become effective as of on the date first written above (the “Amendment No. 2 Effective Date”) when, and only when, each of on which the following conditions is are satisfied (or waived in accordance with Section 10.1 of by the Credit AgreementTerm B-1 Lender): (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by signature pages hereto from the Borrower, the Administrative Agent, each Issuing Bank Term B-1 Lender and each Bank;Loan Party. (b) Substantially simultaneous with the making of the Term B-1 Loans under the Amended Credit Agreement, the Borrower shall have paid to all Lenders holding Initial Loans on the Amendment No. 2 Effective Date, all accrued and unpaid interest on the Initial Loans to, but not including, the Amendment No. 2 Effective Date. (c) The Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 legal opinion of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionXxxxxx & Xxxxxxx LLP, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special New York counsel to the BorrowerLoan Parties and an opinion from Xxxxx Day, and (ii) Ohio counsel to the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the BorrowerLoan Parties, in each case form and substance reasonably satisfactory to the Administrative Agent;. (d) The Administrative Agent shall have received certificates of good standing from the applicable secretary of state of the state of organization of each Loan Party, certified copies of resolutions of the applicable governing body of each Loan Party (or other similar corporate action), incumbency certificates and/or other customary closing certificates of Responsible Officers of each Loan Party, in each of the foregoing cases, consistent with those delivered in connection on the Closing Date, 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 Amendment No. 2 Effective Date. (e) All fees and expenses required to be paid hereunder or as shall have been separately agreed upon in writing shall have been paid in full or will be paid on the Amendment No. 2 Effective Date out of the Borrowing of the Term B-1 Loans, in the case of expenses, to the extent invoiced at least two Business Days prior to the Amendment No. 2 Effective Date. (f) The Administrative Agent shall have received at least five (5) days prior to the Amendment No. 2 Effective Date all documentation and other information reasonably requested in writing by them at least ten (10) Business Days prior to the Amendment No. 2 Effective Date in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation. (g) The Administrative Agent shall have received a completed Committed Loan Notice in accordance with requirements of the Credit Agreement. (h) The Administrative Agent shall have received a completed Prepayment Notice with respect to the Initial Loans in accordance with the requirements of the Credit Agreement. (i) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the Amendment No. 2 Effective Date with the same effect as though made on and as of such date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall have been 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. (j) At the time of and immediately after giving effect to this Amendment (including the borrowing of the Term B-1 Loans), no Default or Event of Default has occurred and is continuing or shall result from this Amendment and the incurrence of the Term B-1 Loans or from the application of the proceeds therefrom. (k) The Administrative Agent shall have received a certificate dated as of a Responsible Officer certifying that the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying conditions set forth in clauses (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (iij) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied. (l) The Administrative Agent shall have received a solvency certificate from the vice president of the Borrower (after giving effect to the borrowing of the Term B-1 Loans and the application of proceeds thereof) in form reasonably satisfactory to the Administrative Agent. (m) The Administrative Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Administrative Agent with respect to the Loan Parties. (n) The Administrative Agent shall have received a 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 Borrower and (y) certificates of insurance evidencing the insurance required by the Credit Agreement in form and substance satisfactory to the Administrative Agent.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent that: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Lessee, Alternate Lessees and Guarantors, each dated the date hereof (or, in the case of certificates of governmental officials and insurance certificate, a recent date before the date hereof), unless otherwise indicated below, and each in form and substance satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment, the Amended Tech Data Credit Agreement dated March 7, 2005, and the Amendment duly executed and delivered by the Borrowerto Intercreditor Agreement dated March 7, 2005, sufficient in number for distribution to the Administrative Agent, each Issuing Bank Financing Party and each BankTech Data; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) Replacement Notes executed by the Lessor in favor of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (diii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of the Lessee, the Alternate Lessees and the Guarantors as the Administrative Agent shall may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Operative Agreements to which such Lessee, Alternate Lessee or Guarantor is a party; (iv) such documents and certifications or copies thereof as the Administrative Agent may reasonably require to evidence that each of the Lessee, the Alternate Lessees and the Guarantors is duly organized or formed, validly existing, in good standing and qualified to engage in business 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 received a Material Adverse Effect, including certified copies of such Lessee’s, Alternate Lessee’s or Guarantor’s Organization Documents, certificates of good standing and/or qualification to engage in business; (v) a favorable opinion of each of Xxxxx Xxxxxx, General Counsel of Tech Data (the “General Counsel”), as to matters of Florida and United States Law, and Cayman counsel, as to the Laws of their respective jurisdictions, in each case as counsel to the Lessee, the Alternate Lessees and the Guarantors, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit A hereto; (vi) a certificate dated as of a Responsible Officer of each of the Amendment Effective Date Lessee, the Alternate Lessees and the Guarantors either (A) attaching copies of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by such Lessee, Alternate Lessee or Guarantor and the Borrower validity against such Lessee, Alternate Lessee or Guarantor of this Amendment the Operative Agreements to which it is a party, and (ii) that all material authorizationssuch consents, licenses and approvals and consents required to shall be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of Tech Data certifying (A) that the conditions specified in this Section 13 have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) one or more insurance certificates addressed to the Administrative Agent, demonstrating that all insurance required to be maintained pursuant to the Operative Agreements has been obtained and is in effect; (ix) a copy of a Compliance Certificate signed by a Responsible Officer of Tech Data dated March 7, 2005, demonstrating that Tech Data is in compliance with the covenants set forth in Section 8.13 of the Amended Tech Data Credit Agreement; and (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Financing Parties reasonably may require; provided that the documents described in clauses (iii) – (vi) shall not be required with respect to Tech Data Latin America, Inc. (b) Unless waived by the Administrative Agent, Tech Data shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the closing date of this Amendment (provided that such payment shall not thereafter preclude a final settling of accounts between Tech Data and the Administrative Agent and shall not relieve Tech Data of its obligation to pay or reimburse the Administrative Agent for any additional Attorney Costs in accordance with Section 9.2 of the Participation Agreement. (c) Without limiting the generality of the provisions of Section 7.4 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 13, each Financing Party that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Financing Party unless the Administrative Agent shall have received notice from such Lender prior to the proposed closing date hereof specifying its objection thereto. (d) The representations and warranties contained in Section 11 of this Amendment shall be true and correct in all material respects. (e) The Departing Lenders shall have received all amounts owed them in accordance with Section 6 hereof. (f) The Administrative Agent shall have received, for the conditions precedent account of each Financing Party signing this Amendment (other than the Departing Lenders), the amendment fee as set forth in Section 5.3 the fee letter dated as of February 11, 2005 (the Credit Agreement “Amendment Fee Letter”), between SunTrust Capital Markets, Inc. and Tech Data. (g) The Administrative Agent shall have been satisfiedreceived, for its own account, the Agent’s Fee (as defined in the Amendment Fee Letter).

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as is subject to the Administrative Agent’s (or its counsel) receipt of the following (the date first written above (of such effectiveness, the “Amendment Effective Date”) when, and only when), each of the following conditions is satisfied (which shall be originals or waived in accordance with Section 10.1 telecopies unless otherwise specified, each properly executed by a Responsible Officer of the Credit Agreement):Borrower (as applicable), each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Agent and each BankLenders constituting the Required Lenders; (b) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent shall have received (i) all fees required may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower act as a Responsible Officer in connection with the Amended Credit this Agreement and (ii) all reasonable out-of-pocket expenses required the other Loan Documents to be paid by which the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (c) At least 3 days prior to the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Closing Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrowerextent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrowerto any Lender that so requests, in each case reasonably satisfactory to the Administrative Agent;a Beneficial Ownership Certification; and (d) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing and in good standing in its jurisdiction of organization. The Administrative Agent shall have received a certificate dated as notify the Borrower of the Amendment Effective Date of upon the Secretary or Assistant Secretary of occurrence thereof, and such notice and the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower effectiveness of this Amendment and (ii) that the Amended Credit Agreement shall be conclusive and binding upon all material authorizations, approvals of the Lenders and consents required to be obtained by all of the Borrower prior other parties to the Amendment Effective Date in connection with its executionLoan Documents and each of their successors and assigns; provided that, delivery and performance failure to give any such notice shall not affect the effectiveness, validity or enforceability of this Amendment have been obtained and are in full force and effect; and (e) or the conditions precedent set forth in Section 5.3 of the Amended Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “"Amendment Effective Date”") when, and only when, each on which all of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent precedent shall have received counterparts of been satisfied or waived; provided that the amendment set forth in Section II.7(a) above shall become effective when this Amendment duly has been executed and delivered by each Lender: 1. This Amendment shall have been (i) executed by the Borrower, CCI, the Administrative Agent, the Required Lenders, Tranche A Term Lenders the Tranche A Term Loan Percentages of which aggregate at least a majority and the Tranche B Term Loan Lenders set forth in the signature pages hereto and (ii) acknowledged and consented to by the other Credit Parties, each Issuing Bank and each Bank;in accordance with the terms of the Credit Agreement. (b) the 2. The Administrative Agent shall have received received, with a counterpart for each Lender, (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionopinion of Weil, dated as of the Amendment Effective DateGotshal & Mangxx XXX, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably substance satisfactory to the Administrative Agent; , (dii) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions Agent, of the Board of Directors or duly authorized committee of the Borrower approving and CCI authorizing the execution, delivery and performance by the Borrower of this Amendment and (iiiii) that a certificate of the Secretary or an Assistant Secretary (or comparable officer) of each of the Borrower and CCI, dated the Amendment, Effective Date, as to the incumbency and signature of the Responsible Officers of such Person executing this Amendment and any certificate or other document to be delivered by it pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary. 3. The Borrower shall have paid to the Administrative Agent all material authorizations, approvals fees and consents expenses in connection with this Amendment and the Tranche B Term Loans required to be obtained by paid to the Borrower Administrative Agent and the Lenders on or prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) This Amendment shall have been duly executed by Holdings, the Borrowers, each other Loan Party, the Administrative Agent, the Required Lenders, the Swing Line Lender, the L/C Issuer and, in each case, duly executed counterparts thereof shall have been delivered to the Administrative Agent. (b) The Administrative Agent shall have received counterparts the following, each of this Amendment duly which shall be originals, facsimiles or “pdf” or similar electronic format (in each such case, followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and delivered by the Borrower, each in form and substance reasonably satisfactory to the Administrative Agent, Agent and its legal counsel: (i) a certificate of a Responsible Officer of each Issuing Bank and each BankLoan Party certifying as to the Organization Documents thereof together with copies of the Organization Documents of such Loan Party annexed thereto; (bii) such certificates of resolutions or other 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, the Amended Credit Agreement and the other Loan Documents to which such Loan Party is a party; (iii) a certificate attesting to the Solvency of Holdings and its Subsidiaries (taken as a whole) on the Amendment Effective Date from the chief financial officer of Holdings; and (iv) a certificate attesting to compliance with clauses (e), (f), (g) and (h) of this Section II on the Amendment Effective Date from a Responsible Officer of Holdings. (c) The Administrative Agent shall have received from Holdings payment in immediately available funds of (ix) all accrued costs, fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement expenses (including reasonable fees, expenses and (iiother charges of counsel) all reasonable out-of-pocket expenses required to be paid by the Borrower owing to the Administrative Agent pursuant to pursuant to Section 10.5 11.04 of the Credit Agreement and Section 11.04 of the Amended Credit Agreement, as applicable, in connection with this Amendment, (y) for which reasonably detailed invoices have been presented the account of each Lender that submits to the Borrower Administrative Agent its written consent to the Amendment prior to 3:00 p.m.(New York City time) on April 30 2020, an amendment fee equal to 0.075% of the U.S. Dollar Equivalent of the stated principal amount of such Existing Lender’s loans and commitments under the Facilities consented in favor of the Amendment and (z) all other compensation required to be paid on or before the date that is one Business Day prior to the date hereof; (c) Amendment Effective Date to the Administrative Agent shall have received an executed legal opinionand its Affiliates pursuant to that certain Fee Letter, dated as of April 27, 2020, by and among Holdings and BofA Securities, Inc, in each case, payable in U.S. Dollars to such Person under this Amendment and the Amendment Effective Date, of Amended Credit Agreement. (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent and the Lenders shall have received a certificate dated as of at least one (1) day prior to the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying all documentation and other information reasonably requested in writing by them at least two (i2) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower days prior to the Amendment Effective Date in connection order to allow the Administrative Agent and the Lenders to comply with its executionapplicable “know your customer” and anti-money laundering rules and regulations, delivery and performance of this including the Act. (ii) At least two (2) Business Days prior to the Amendment have been obtained and are Effective Date, any Borrower that qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 shall deliver, to each Lender that so requests, a certification regarding beneficial ownership required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Certification”) in full force and effect; andrelation to such Borrower. (e) the conditions precedent set forth The representations and warranties contained in Section 5.3 Article 5 of the Amended Credit Agreement shall be true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that any such representations and warranties 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. (f) There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Administrative Agent, singly or in the aggregate, materially impairs this Amendment or any of the other transactions contemplated by the Loan Documents, or that could reasonably be expected to have a Material Adverse Effect. (g) There has been satisfiedno change, occurrence or development since December 31, 2019 that could reasonably be expected to have a Material Adverse Effect. (h) No Default or Event of Default exists or shall exist or be continuing prior to or immediately after giving effect to this Amendment. Notwithstanding anything herein to the contrary, for purposes of determining compliance with the conditions specified in this Section II, each Required Lender shall be deemed satisfied with each received document and each other matter required to be reasonably satisfactory to such Required Lender unless, prior to the Amendment Effective Date, the Administrative Agent receives notice from such Required Lender specifying such Required Lender’s objections.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written set forth above upon the receipt subject to the reasonable satisfaction or waiver by the Administrative Agent on behalf of the Required Lenders of the following conditions precedent (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) A. the Administrative Agent shall have received counterparts a certificate (in form and substance satisfactory to it), dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying that the representations and warranties set forth in Section 4 of this Amendment are true and correct in all respects as of the date of this Amendment; B. the Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and delivered by the BorrowerBorrower and the Lenders; C. the Administrative Agent shall have received a Replacement Revolving Note, in the form prescribed by the Administrative Agent, each Issuing Bank and each Bankduly executed by the Borrower payable to the Lender; D. each of the Subsidiary Guarantors shall have executed and delivered a Reaffirmation of Guaranty in the form of Exhibit A hereto; E. the Administrative Agent shall have received a Supplement No. 1 to Subsidiary Guaranty, in the form of Exhibit B hereto, duly executed by Miltronics, USA, Inc. (b) “Miltronics”); F. the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying Miltronics, executed by its Secretary, which shall (iA) certify the resolutions of the its Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of the Credit Documents to which it is a party, (B) identify by name and title and bear the signatures of its officers authorized to sign the Credit Documents to which it is a party, and (C) contain appropriate attachments, including its articles of incorporation certified by the Borrower relevant authority of its jurisdiction of organization and a true and correct copy of its by-laws, and (ii) a long form good standing certificate from its jurisdiction of organization; G. the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to UCC lien searches of the Credit Parties, the organization, existence and good standing of the Credit Parties, the authorization of this Amendment and any other legal matters relating to the Credit Parties, this Amendment or the Credit Agreement (ii) as amended hereby), all in form and substance satisfactory to the Administrative Agent and its counsel; and H. the Administrative Agent shall have received evidence, satisfactory to the Administrative Agent, that the Borrower has paid all material authorizationsfees and, approvals and consents required to be obtained the extent billed, expenses payable by the Borrower prior to Credit Parties hereunder or under the Credit Agreement on the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as is subject to the satisfaction in full of each of the date first written above conditions precedent set forth in this Section 3 (the date upon which each of such conditions precedent has been satisfied, the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by that, when taken together, bear the signatures of the Borrower, the Administrative Agent, each Issuing Bank Guarantors and each Bankthe Supermajority Lenders; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed representations and delivered by the Borrower warranties contained in connection with the Amended Credit Agreement Section 4 hereof are true and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofcorrect; (c) all costs and expenses due and owing pursuant to Section 10 hereof to the Administrative Agent by the Borrower shall have received an executed been paid in full; (d) all legal opinion, dated as of the matters incident to this Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably shall be satisfactory to Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Administrative Agent; (de) the Administrative shall have received in immediately available funds, for the benefit of each Lender that executes this Amendment, a fee equal to 0.10% of the Commitments of such approving Lenders; (f) the Seer P&A Agent shall have received a certificate dated as of executed an amendment or consent to the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying Senior Intercreditor Agreement acknowledging and agreeing to (i) the resolutions of changes to the Board of Directors of Corporate Priority Collateral Sub-Borrowing Base and the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment Production Priority Collateral Sub-Borrowing Base being implemented hereby; and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior changes to the Amendment Effective Date definition of Pre-Default Corporate Priority Waterfall and Post-Default Corporate Priority Waterfall as defined in connection with its execution, delivery and performance the Senior Intercreditor Agreement to provide for recoupment of this Amendment have been obtained and are loans extended on the basis of UK P&A Credits in full force and effect; and (e) a manner at least as favorable to the conditions precedent set forth Lenders as in Section 5.3 the context of the Credit Agreement shall have been satisfiedP&A Credits.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written above (the “Amendment Effective Date”) when, and only when, each this Agreement is subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic (pdf) transmissions unless otherwise specified, each properly executed by a Responsible Officer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) executed counterparts of this Agreement; (ii) such certificates of resolutions or other action and incumbency certificates of Responsible Officers of the Company 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 Agreement and the other Loan Documents; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly incorporated, and is validly existing, in good standing in the State of Illinois, including certified copies of the Company’s Organization Documents, and a certificate of good standing from the Secretary of State of the State of Illinois; (iv) an opinion of Xxxxx Xxxxx LLP, counsel to the Company, addressed to the Administrative Agent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent; and (v) a certificate signed by a Responsible Officer of the Company certifying, as of the Effective Date, that the conditions specified in Sections 4.02(a) and (b) have been satisfied and setting forth the Debt Rating as of the Closing Date for purposes of calculating the Applicable Rate. (b) Any fees required to be paid on or before the Closing Date pursuant to the Loan Documents shall have been paid. (c) Unless waived by the Administrative Agent, the Company shall have paid the reasonable and documented out-of-pocket fees, expenses and disbursements of counsel to the Administrative Agent to the extent invoiced at least five (5) Business Days prior to the Closing Date. (d) Prior to or concurrently with effectiveness of this Agreement, the Existing Credit Agreement shall be terminated, and all amounts owing thereunder, if any, shall have been paid in full. Each of the Lenders party hereto that is also a “Lender” under and as defined in the Existing Credit Agreement hereby waives the requirement for five (5) Business Days’ prior written notice set forth in Section 2.6(a) of the Existing Credit Agreement to permanently reduce the entire Aggregate Commitment thereunder. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day written notice from such Lender prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or proposed Closing Date specifying its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Amendment The provisions of Section 2, and each Incremental Lender’s obligation to provide the Incremental Loans pursuant to this Agreement, shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent shall have been satisfied: (a) the The Administrative Agent shall have received duly executed counterparts of this Amendment duly executed and delivered by Agreement from the Borrower, Existing Lenders comprising the Administrative AgentMajority Lenders under the Existing Credit Agreement, each Issuing Bank and each Bank;the Incremental Lenders. (b) the The Administrative Agent shall have received all documents evidencing necessary corporate actions and governmental approvals, if any, with respect to this Agreement and any Notes delivered in connection herewith. (c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the Borrower’s certificate of incorporation and by-laws and certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and any Notes delivered in connection herewith. (d) The Administrative Agent shall have received a certificate from the Secretary of State of New Jersey dated as of a date reasonably close to the date of such effectiveness as to the good standing of and charter documents filed by the Borrower. (e) The Administrative Agent and each Incremental Lender shall have received all documentation and other information regarding the Borrower required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act to the extent reasonably requested at least 2 Business Days prior to the Effective Date. (f) The Administrative Agent shall have received a favorable opinion of Xxxx XxXxxxx, Senior Vice President, Corporate Secretary and Associate General Counsel of the Borrower, in form and substance reasonably acceptable to the Administrative Agent. (g) The Administrative Agent shall have received a certificate of an authorized officer of the Borrower certifying as to the matters set forth in Sections 5(c) and (d). (h) The Administrative Agent shall have received a Notice of Borrowing with respect to the Incremental Loans. (i) The Administrative Agent shall have received all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant to fee letters executed Effective Date and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedhereunder.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement and the obligations of the date first written above (Incremental U.S. Term Lenders to provide the “Amendment Effective Date”) when, and only when, each Incremental U.S. Term Loans are subject to the satisfaction or waiver of the following conditions is precedent (the date on which all such conditions are satisfied (or waived in accordance with Section 10.1 of waived, the Credit Agreement“Incremental Effective Date”): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by Agreement that, when taken together, bear the Borrower, the Administrative Agentsignatures of Terex, each Issuing Bank Subsidiary Guarantor and each BankIncremental U.S. Term Lender; (b) the representations and warranties set forth in Section 4 shall be true and correct, and the Administrative Agent shall have received a certificate to that effect, dated the Incremental Effective Date and signed by a President, a Vice President or a Financial Officer of Terex; (ic) Terex shall have paid to the Administrative Agent and the Incremental U.S. Term Lenders all fees required and other amounts due and payable by it on or prior to be paid by the Borrower pursuant Incremental Effective Date and, to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agentany Loan Party under any Loan Document; (d) the Administrative Agent shall have received (i) a certificate dated as to the good standing of Terex and each Subsidiary Guarantor as of a recent date, from the Amendment Effective Date Secretary of State (or comparable entity) of the state (or comparable jurisdiction) of its organization (or, if such jurisdiction does not issue such certificates, a comparable document or the results of searches of official registries demonstrating good standing or lack of insolvency proceedings against such person, as available); (ii) a certificate of the Secretary or Assistant Secretary of Terex and each Subsidiary Guarantor dated the Borrower Incremental Effective Date and certifying (iA) that attached thereto is a true and complete copy of (1) the by-laws (or comparable organizational documents) and (2) the certificate or articles of incorporation (or comparable organizational documents), including all amendments thereto, certified as of a recent date by such Secretary of State (or comparable entity), in each case of such person as in effect on the Incremental Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, if such by-laws (or comparable documents) or certificate or articles of incorporation (or comparable documents) have not been amended or modified since any delivery thereof to the Administrative Agent on or following the Closing Date, certifying that no such amendment or modification has occurred), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of the Borrower approving Terex and each Subsidiary Guarantor authorizing the execution, delivery and performance by the Borrower of this Amendment Agreement and, in the case of Terex, the borrowing hereunder, and (ii) that all material authorizationssuch resolutions have not been modified, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such person; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (e) on the Incremental Effective Date, immediately after giving effect to the making of the Incremental U.S. Term Loans, the Senior Secured Leverage Ratio shall be less than or equal to 2.75 to 1.00, and the Administrative Agent shall have received a certificate to that effect (containing reasonably detailed calculations thereof) dated as of the Incremental Effective Date and executed by a Financial Officer of Terex; (f) the Administrative Agent shall have received, on behalf of itself and the Lenders, executed legal opinions of (i) the General Counsel of Terex and (ii) Xxxxx Xxxx LLP, counsel to the Borrower and the Subsidiary Guarantors, in each case, (A) dated the Incremental Effective Date, (B) addressed to the Administrative Agent and the Incremental U.S. Term Lenders and (C) covering such matters as the Administrative Agent shall reasonably request, and Terex hereby requests such counsel to deliver such opinions; and (eg) the conditions precedent set forth in Section 5.3 Administrative Agent shall have received all documentation and other information reasonably requested by it that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The Administrative Agent shall notify Terex and the Incremental U.S. Term Lenders of the Credit Agreement Incremental Effective Date, and such notice shall have been satisfiedbe conclusive and binding.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement and the obligations of the date first written above (Incremental U.S. Term Lenders to provide the “Amendment Effective Date”) when, and only when, each Incremental U.S. Term Loans are subject to the satisfaction or waiver of the following conditions is precedent (the date on which all such conditions are satisfied (or waived in accordance with Section 10.1 of waived, the Credit Agreement“Incremental Effective Date”): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by Agreement that, when taken together, bear the Borrower, the Administrative Agentsignatures of Terex, each Issuing Bank Subsidiary Guarantor and each BankIncremental U.S. Term Lender; (b) the representations and warranties set forth in Section 4 shall be true and correct, and the Administrative Agent shall have received a certificate to that effect, dated the Incremental Effective Date and signed by a President, a Vice President or a Financial Officer of Terex; (ic) Terex shall have paid to the Administrative Agent and the Incremental U.S. Term Lenders all fees required and other amounts due and payable by it on or prior to be paid by the Borrower pursuant Incremental Effective Date and, to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agentany Loan Party under any Loan Document; (d) the Administrative Agent shall have received (i) a certificate dated as to the good standing of Terex and each Subsidiary Guarantor as of a recent date, from the Amendment Effective Date Secretary of State of the State (or comparable entity) of the state (or comparable jurisdiction) of its organization (or, if such jurisdiction does not issue such certificates, a comparable document or the results of searches of official registries demonstrating good standing or lack of insolvency proceedings against such person, as available); (ii) a certificate of the Secretary or Assistant Secretary of Terex and each Subsidiary Guarantor dated the Borrower Incremental Effective Date and certifying (iA) that attached thereto is a true and complete copy of (1) the by-laws (or comparable organizational documents) and (2) the certificate or articles of incorporation (or comparable organizational documents), including all amendments thereto, certified as of a recent date by such Secretary of State (or comparable entity), in each case of such person as in effect on the Incremental Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, if such by-laws (or comparable documents) or certificate or articles of incorporation (or comparable documents) have not been amended or modified since any delivery thereof to the Administrative Agent on or following the Closing Date, certifying that no such amendment or modification has occurred), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of the Borrower approving Terex and each Subsidiary Guarantor authorizing the execution, delivery and performance by the Borrower of this Amendment Agreement and, in the case of Terex, the borrowing hereunder, and (ii) that all material authorizationssuch resolutions have not been modified, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such person; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (e) on the Incremental Effective Date, immediately after giving effect to the making of the Incremental U.S. Term Loans, the Senior Secured Leverage Ratio shall be less than or equal to 2.75 to 1.00, and the Administrative Agent shall have received a certificate to that effect (containing reasonably detailed calculations thereof) dated as of the Incremental Effective Date and executed by a Financial Officer of Terex; (f) the Administrative Agent shall have received, on behalf of itself and the Lenders, executed legal opinions of (i) the General Counsel of Terex and (ii) Xxxxx Xxxx LLP, counsel to the Borrower and the Subsidiary Guarantors, in each case, (A) dated the Incremental Effective Date, (B) addressed to the Administrative Agent and the Incremental U.S. Term Lenders and (C) covering such matters as the Administrative Agent shall reasonably request, and Terex hereby requests such counsel to deliver such opinions; and (eg) the conditions precedent set forth in Section 5.3 Administrative Agent shall have received all documentation and other information reasonably requested by it that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The Administrative Agent shall notify Terex and the Incremental U.S. Term Lenders of the Credit Agreement Incremental Effective Date, and such notice shall have been satisfiedbe conclusive and binding.

Conditions to Effectiveness. This Amendment shall become be effective as upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the The Administrative Agent shall have received counterparts an executed counterpart of this Amendment duly executed and delivered signed by the Borrower, the Super-Majority Lenders and the Administrative Agent, each Issuing Bank and each Bank;. (b) the The Administrative Agent shall have received an executed counterpart of the acknowledgement and consent annexed hereto duly executed by each of the Guarantors. (ic) The representations and warranties contained in the Credit Agreement shall be true and correct in all material respects (except to the extent such representations and warranties specifically relate to an earlier date) and, after giving effect to the amendments set forth in Section 1 hereof, no Default or Event of Default shall exist. (d) The Borrower shall have paid to the Administrative Agent for the account of each Lender that has executed this Amendment, a fee equal to 0.10% of such Lender’s Revolving Commitment immediately prior to giving effect to the changes in the Lenders’ Revolving Commitments pursuant to this Amendment. (e) The Administrative Agent shall have received all fees required and other amounts due and payable on or prior to be paid by the Borrower pursuant Amendment No. 6 Effective Date, including, to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (f) The Borrower shall have paid the reasonable fees and disbursements of counsel to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the in connection with this Amendment. The Administrative Agent shall have received an executed legal opinion, dated as notify the Borrower and the Credit Parties of the Amendment No. 6 Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel such notice shall be conclusive and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedbinding.

Conditions to Effectiveness. This Amendment shall become be effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each of upon which the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent have been satisfied: (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agentfollowing, each Issuing Bank of which shall be originals, facsimiles or in portable document format (.pdf), and unless otherwise specified, each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel each in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders: (i) counterparts of this Amendment executed by the Borrower, the Administrative Agent and Required Lenders; (dii) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary executed by a Responsible Officer of the Borrower certifying that: (iA) the resolutions of the Board of Directors after giving effect to this Amendment, there is no conflict with, or default under, any material agreement of the Borrower approving or any of its Subsidiaries (including any such agreements entered into in respect of Indebtedness), except for such conflicts or defaults as would not reasonably be expected to have a Material Adverse Effect; and (B) all representations and authorizing warranties set forth in Section 5 of this Amendment are true and correct; and (b) the executionBorrower shall have paid, delivery without duplication, any fees and performance expenses required to be reimbursed or paid by the Borrower pursuant to the Loan Documents, including the reasonable fees and expenses of this Amendment and (ii) that all material authorizationscounsel to the Administrative Agent, approvals and consents required to be obtained by the extent invoiced to the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance Date. Without limiting the generality of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in provisions of the last paragraph of Section 5.3 9.03 of the Credit Agreement Agreement, for purposes of determining compliance with the conditions specified in this Section 6, each Lender shall be deemed to be satisfied with each document delivered to it or other matter required hereunder to be satisfactory to Lenders unless the Administrative Agent shall have been satisfiedreceived notice from such Lender prior to the proposed Amendment Effective Date specifying otherwise.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (such date being referred to as the “Amendment No. 4 Effective Date”) when, and only when, when each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):shall have been satisfied: (ai) the Borrower shall have executed and delivered a counterpart of this Amendment to the Administrative Agents, (ii) Lenders constituting Required Lenders (the “Consenting Lenders”) shall have executed and delivered counterparts of this Amendment to the Administrative Agents and (iii) each Administrative Agent shall have received counterparts executed a counterpart of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each BankAmendment; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 each of the representations and warranties of each Credit Agreement for which reasonably detailed invoices have been presented to Party contained in Section 3 hereof shall be true and correct on and as of the Borrower on or before the date that is one Business Day prior to the date hereofAmendment No. 4 Effective Date; (c) the Administrative Agent no Default or Event of Default shall have received an executed legal opinion, dated as of occurred and be continuing on the Amendment No. 4 Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent Deutsche Bank Securities Inc. shall have received a certificate the fees in the amounts previously agreed to in writing with the Borrower to be received on the Amendment No. 4 Effective Date pursuant to that certain Engagement Letter, dated as of the Amendment Effective Date May 11, 2020 and under Section 11.01 of the Secretary or Assistant Secretary Credit Agreement (including the reasonable legal fees and expenses of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the executionXxxxxx Xxxxxx & Xxxxxxx LLP, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior counsel to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAdministrative Agents); and (e) the conditions precedent set forth in Section 5.3 Term Loan Administrative Agent and the Revolver Administrative Agent, as applicable, shall have received, for the account of the Credit Agreement shall Consenting Lenders who have been satisfied.delivered an executed counterpart of this Amendment prior to 5:00 p.m. (New York City time) on May 14th, 2020, consent fees in an amount equal to 0.125% of their Loans; this fee will be fully earned and due and payable on the Amendment No. 4

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each of on which the following conditions is shall have been satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):waived: (a) the Administrative Agent shall have received counterparts of this Amendment Amendment, duly executed and delivered by the Borrower, Loan Parties and the Administrative Agent, each Issuing Bank and each BankLender; (b) the Administrative Agent Loan Parties shall have received (i) all fees required to be paid complied with Section 5.13 of the Credit Agreement, including the delivery by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit each Assetco of a Joinder Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofAgent; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, copies of (i) Xxxxx Xxxxx L.L.P.the Atlantic Acquisition Documentation, special counsel the Atlantic Seller Note, the Atlantic Note Purchase Agreements and the Atlantic Collateral Access Agreements, each certified by an officer of the Borrower to be true and correct and in full force and effect as of the BorrowerEffective Date, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) any payoff letter delivered under Section 6.1.6 of the Borrower, in each case reasonably satisfactory to the Administrative AgentAtlantic Acquisition Agreement; (d) the Administrative Agent shall have received a certificate dated as each document (including any Uniform Commercial Code financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Amendment Effective Date Administrative Agent, for the benefit of the Secretary or Assistant Secretary Lenders, a perfected Lien on the Collateral acquired pursuant to the Atlantic Acquisition to the extent required by Section 5.13 of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andCredit Agreement; (e) the conditions precedent set forth Atlantic Acquisition shall have been consummated in accordance with the Atlantic Acquisition Documentation; (f) the Administrative Agent shall have received legal opinions from counsel to the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent; (g) the Administrative Agent shall have received such certificates as may be reasonably requested by the Administrative Agent including confirmation that the Borrower is in compliance with the requirements of Section 5.3 6.12 of the Credit Agreement both prior to and immediately after drawdown; (h) the Administrative Agent shall have been satisfied(i) received and be satisfied with updated inventory appraisals in connection with the Acquisition and (ii) conducted a satisfactory field examination of the accounts receivable, inventory and related working capital matters and financial information of Atlantic, including related data processing and other systems; and (i) the Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower shall have received $36,900,000 in gross cash proceeds from the issuance of the Additional Senior Secured Notes pursuant to the Atlantic Note Purchase Agreements.

Conditions to Effectiveness. This The amendments to the Credit Agreement set forth in Section 1 of this Amendment shall become be deemed to be effective as of on the date first written above (hereof but shall be subject to the “Amendment Effective Date”) when, and only when, satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the The Administrative Agent shall have received counterparts of to this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank Borrowers and each Bank;of the Lenders. (b) The Administrative Agent shall have received, for the ratable account of each Lender, $669,907.50, representing the unpaid balance of the amendment fee referenced in Section 3.3(d) of the Credit Agreement, as such Section is amended hereby. (c) The Administrative Agent shall have received reimbursement in full by AHL of the Administrative Agent’s legal and other advisory fees and expenses it has heretofore incurred in connection with the preparation, negotiation, execution and delivery of any of the Loan Documents or any instruments and documents contemplated thereby. (d) The Administrative Agent shall have received such other documents as it shall have reasonably requested, in form and substance satisfactory to the Administrative Agent. The consent set forth in Section 2 of this Amendment shall be subject to the satisfaction of the following conditions precedent: (e) The Administrative Agent shall have received (i1) all fees required to be paid by the Borrower pursuant to fee letters following documents duly executed and delivered by the Borrower in connection with the Amended Credit on behalf of ServiceAdvantage: (A) a Joinder Agreement and the documents referred to therein; (iiB) all reasonable out-of-pocket expenses required a supplement to be paid by the Borrower Security Agreement substantially in the form attached thereto; and (C) a Form UCC-1 Financing Statement, or authorization to execute the same on behalf of ServiceAdvantage in form and substance satisfactory to the Administrative Agent pursuant to Section 10.5 and (2) the following additional instruments and documents: (A) the certificate representing all of the Credit Agreement for which reasonably detailed invoices have been presented issued and outstanding shares of the capital stock of ServiceAdvantage, (B) a supplement to the Borrower on or before Pledge Agreement executed by the date that is one Business Day prior to shareholder of ServiceAdvantage and substantially in the date hereof; form attached thereto and (cC) such other documents as the Administrative Agent shall have received an executed legal opinionreasonably request, dated as including, without limitation, officers’ certificates, financial statements, opinions of counsel, board resolutions, charter documents, certificates of existence and authority to do business and any other closing certificates and documents described in Section 4.2 of the Amendment Effective DateCredit Agreement. (f) In conjunction with the Liquidation, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalentBorrowers shall have complied with Section 2.4(c) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAgreement.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as is subject to the satisfaction or waiver, on or prior to January 26, 2018, of the following conditions precedent (the date first written above (on which all such conditions are satisfied or waived, the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) The Administrative Agent (or its counsel) shall have received from each Loan Party and each Lender either (i) a counterpart of this Agreement signed on behalf of such parties or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such parties have signed a counterpart of this Agreement. (b) The Administrative Agent shall have received counterparts reimbursement of this Amendment duly executed all costs and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to Loan Parties in connection with the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;transactions contemplated hereby. (c) The representations and warranties set forth in Section 5 shall be true and correct, and the Administrative Agent shall have received an a certificate to that effect dated as of the Amendment Effective Date and executed legal opinionby a Responsible Officer of Holdings. (d) The Administrative Agent and its counsel shall have received executed copies of favorable written opinions of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Loan Parties, and each local counsel listed on Exhibit C, in each case, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, dated as of the Amendment Effective Date. (e) On or before the Amendment Effective Date, each Loan Party shall deliver or cause to be delivered to the Administrative Agent and each of the Lenders the following, each, unless otherwise noted, dated the Amendment Effective Date: (i) Xxxxx Xxxxx L.L.P.Certified copies of the certificate of incorporation, special counsel organization or formation, together with a good standing certificate, certificate of status or certificate of compliance (as applicable) from the applicable Governmental Authority of its jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Borrower, and Amendment Effective Date (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borroweror, in each case reasonably satisfactory lieu of such certificate of incorporation, organization or formation, a certification by a Responsible Officer that there has been no change to such certificate of incorporation, organization or formation since the most recent copy delivered to the Administrative Agent; , together with a good standing certificate, certificate of status or certificate of compliance (das applicable) from the Administrative Agent shall have received applicable Governmental Authority of its jurisdiction of incorporation, organization or formation dated a certificate dated recent date prior to the Amendment Effective Date); (ii) Copies of its Organizational Documents, other than such Organizational Documents required to be delivered under clause (i) above, certified as of the Amendment Effective Date by its corporate secretary or an assistant secretary (or, in lieu of such Organizational Documents, a certification by a Responsible Officer that there has been no change to such Organizational Documents since the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior most recent copy delivered to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.Administrative Agent);

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is shall be satisfied (or waived in accordance with Section 10.1 of the Credit Agreement10.02): (a) The Administrative Agent shall have received from each party hereto either (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 or electronic transmission) that such party has signed a counterpart of this Agreement (it being understood that arrangements will be made to subsequently deliver original executed counterparts if requested by the parties hereto). (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Effective Date) of counsel to the Company, substantially in the form of Exhibit C-1. (c) The Administrative Agent shall have received documents and certificates relating to the organization, existence and good standing of the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement on behalf of the Company and any other legal matters relating to the Company, this Agreement or the Transactions reasonably requested by the Administrative Agent or the Lenders, all in form and substance satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance as of the Effective Date with the conditions set forth in paragraphs (a) and (b) of Section 4.02 (with all references in such paragraphs to a Credit Event being deemed to be references to the Effective Date). (e) The Administrative Agent, the Arrangers and each Lender shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Borrower under any commitment letter or fee letter entered into in connection with the credit facility established hereunder. (f) All principal, interest, fees and other amounts due or outstanding under the Five-Year Credit Agreement dated as of December 10, 2004, as amended and restated as of May 12, 2006, of the Company, shall have been paid in full, the commitments thereunder shall have been or shall be terminated, and the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;reasonably satisfactory evidence thereof. (bg) the Administrative Agent The Lenders shall have received (i) all fees documentation and other information required to be paid by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedUSA PATRIOT Act.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the amendments contained in Section 1 hereof is conditioned upon satisfaction of the following conditions precedent (the date first written above (on which all such conditions have been satisfied being referred to herein as the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received (i) signed written authorization from the Persons who will become Incremental Term Loan Lenders to execute this Amendment on behalf of such Lenders, (ii) counterparts of this Amendment duly executed signed by each of WSCI, the Borrower and delivered by the Borrower, the Administrative Agent, and (iii) counterparts of the consent of the Guarantors attached hereto as Annex 1 (the “Consent”) executed by each Issuing Bank and each Bankof the Guarantors; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 each of the Credit Agreement for which reasonably detailed invoices have been presented to representations and warranties in Section 3 below shall be true and correct in all material respects on and as of the Borrower on or before the date that is one Business Day prior to the date hereofAmendment Effective Date; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, payment in immediately available funds of (i) Xxxxx Xxxxx L.L.P., special counsel those fees previously agreed to by the Borrowerparties hereto in connection with this Amendment, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to all expenses incurred by the Administrative AgentAgent (including, without limitation, legal fees) reimbursable under the Credit Agreement and for which invoices have been presented; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior executed legal opinions from counsel to the Amendment Effective Date Loan Parties, in connection with its execution, delivery form and performance of this Amendment have been obtained and are in full force and effect; andsubstance reasonably acceptable to the Administrative Agent; (e) the conditions precedent set forth Administrative Agent shall have received (i) commitments from banks and other financial institutions with respect to the Incremental Term Loans in Section 5.3 of an aggregate principal amount equal to $50,000,000 and (ii) a fully executed Lender Addendum with respect to each such bank or other financial institution committing to fund such Incremental Term Loans (and pursuant to which, on the Amendment Effective Date, such bank or other financial institution shall become an Incremental Term Loan Lender, for all purposes under the Credit Agreement Agreement); and (f) the Administrative Agent shall have been satisfiedreceived such other documents, instruments, certificates, opinions and approvals as it may reasonably request.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as be subject to the satisfaction of the following conditions precedent (the date first written above (upon which all such conditions are satisfied being the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each other Loan Party and (D) the Administrative Agent, each Issuing Bank and each BankLenders; (b) Each Loan Party shall have provided the Administrative Agent with customary opinions, officer’s certificates and resolutions pertaining to this Amendment, each in form and substance reasonably satisfactory to Administrative Agent; (c) If requested by any Lender, Borrower shall have received executed a Revolving Loan Note evidencing such Lender’s Revolving Commitment; (id) The Borrowers shall have paid to the Administrative Agent, for the ratable benefit of the applicable Lenders accepting New Revolving Loan Commitments, 0.50% on the New Revolving Loan Commitments accepted by such Lender under this Amendment (as specified in Annex C hereto); (e) The Borrowers shall have paid or reimbursed Administrative Agent for all other fees and expenses required to be paid by on the Borrower pursuant to fee letters executed and delivered by Amendment Effective Date including the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid incurred by the Borrower to the Administrative Agent in connection with this Amendment pursuant to Section 10.5 10.04 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectAgreement; and (ef) the conditions precedent set forth in Section 5.3 of the Credit Agreement If requested by Administrative Agent or any Lender, a Beneficial Ownership Certification and customary “Know Your Customer” information shall have been satisfiedprovided by Loan Parties.

Conditions to Effectiveness. This Amendment shall become effective as of On the date first written above (the “Amendment Effective Closing Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):: --------------------------- (a) the Administrative The Agent shall have received counterparts from the general counsel or senior counsel of this Amendment duly executed and delivered by PPL a favorable opinion dated the Borrower, Closing Date substantially in the Administrative Agent, each Issuing Bank and each Bank;form of Exhibit A hereto. (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative The Agent shall have received an executed legal opinionopinion of Xxxxxx Xxxx & Priest LLP, counsel for PPL, Finance Co. and Resources, addressed to the Agent, the Fronting Bank and the Banks, dated as the Closing Date, with respect to the enforceability of this Agreement against PPL and Finance Co., and with respect to the enforceability of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) guarantee hereunder by Resources of the Borrowerobligations of Finance Co. against Resources, substantially in each case reasonably satisfactory to the Administrative Agent;form of Exhibit B hereto. (dc) All corporate and legal proceedings and all instruments in connection with the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying transactions contemplated by this Agreement (i) the including resolutions of the Board of Directors of PPL, Finance Co. and Resources and certificates as to the Borrower approving incumbency of the officers signing this Agreement or any certificate delivered in connection herewith) shall be satisfactory in form and authorizing substance to the executionAgent, delivery and performance the Agent shall have received all information and copies of all documents that it has requested, such documents where appropriate to be certified by proper corporate or governmental authorities. (d) The Agent shall have received from each of the Borrower of this Amendment Banks, the Fronting Bank, PPL, Finance Co. and Resources a duly executed and delivered counterpart hereof. (e) The conditions set forth in (S)(S) 4.2A and 4.2B (other than (S) 4.2A(c) and (iiS) 4.2B(c)) shall have been satisfied. (f) The Agent shall have received a certificate signed by appropriate officers of PPL stating that all material authorizations, regulatory approvals necessary to permit PPL to enter into this Agreement and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with perform its execution, delivery and performance of this Amendment obligations hereunder have been obtained and are in full force and effect; andeffect and attaching evidence of all such regulatory approvals. (eg) The Borrowers shall have delivered a termination notice which will effectively terminate, as of the conditions precedent Closing Date, the credit facility established pursuant to the Existing Credit Agreement, and shall have repaid or prepaid all principal, interest, fees and other amounts due or outstanding thereunder. (h) The Borrowers shall have delivered termination notices which will effectively terminate, as of the Closing Date, the bilateral facilities set forth in Section 5.3 of the Credit Agreement shall have been satisfiedon Schedule II to this Agreement.

Conditions to Effectiveness. This Amendment Agreement shall become effective as of on the date first written above (Effective Date and enforceable against the “Amendment Effective Date”) when, and only when, each parties hereto upon the occurrence of the following conditions is satisfied precedent: (a) The Administrative Agent shall have received: (i) multiple original counterparts, as requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors, the Administrative Agent, and each Lender; (ii) a copy of the fully executed Agreement and Amendment No. 4 to Second Lien Term Loan Agreement (“Second Lien Amendment”), in substantially the same form as attached hereto as Exhibit A; (iii) 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; (iv) executed and notarized new Mortgages, and/or amendments, supplements, or waived reaffirmations to existing Mortgages, covering additional Oil and Gas Properties of the Borrower and its Subsidiaries, in accordance with 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 10.1 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; (av) a certificate, dated as of the Administrative Agent shall have received counterparts of this Amendment Effective Date, duly executed and delivered by the Borrower’s and each Guarantor’s Secretary or Assistant Secretary certifying such Person’s (A) officers’ incumbency, (B) authorizing resolutions, and (C) organizational documents; (vi) certificates of the appropriate State agencies with respect to the existence and qualification of the Borrower and each Guarantor in its jurisdiction of formation; (vii) an opinion of Xxxxx Xxxxx L.L.P., counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent; (viii) appropriate UCC search reports for the jurisdiction of organization of each Credit Party reflecting no prior Liens (other than Liens permitted by Section 9.03 of the Credit Agreement, each Issuing Bank as amended hereby) encumbering the Properties of the Credit Parties; and (ix) such other information, documents, governmental certificates, agreements, and each Bank;lien searches as the Administrative Agent or any Lender may reasonably request. (b) the The Administrative Agent shall have received evidence satisfactory to it that conditions precedent and all other actions necessary for the Second Lien Amendment to become effective have been met or have occurred (iother 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 Administrative Agent, the Arranger and the Lenders shall have received all commitment, facility and agency fees required and all other fees and amounts due and payable on or prior to be paid by the Borrower pursuant Effective Date, including, to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedhereunder.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “"Amendment Effective Date”") when, and only when, each on which all of the following conditions is precedent have been satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):waived: (a) The Borrower, the Administrative Agent and the Required Lenders shall have executed and delivered to the Administrative Agent this Amendment, and the other Loan Parties shall have executed and delivered to the Administrative Agent the attached Acknowledgment ("Acknowledgment") approving this Amendment. (b) The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by from the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received Borrower (i) all fees required to be paid by for the Borrower pursuant to fee letters executed account of each Lender which executes and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower delivers this Amendment on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, fees associated with this Amendment and (ii) for the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) account of the Administrative Agent and the Co-Arranger, such additional fees as are separately agreed with the Borrower, in each case reasonably satisfactory to the Administrative Agent;. (dc) the The Administrative Agent shall have received a certificate of each of the Borrower, Leviathan and each Subsidiary of the Borrower which is a Loan Party, dated as of the Amendment Effective Date Date, as to the incumbency and signature of the officers of each such Person executing this Amendment and the Acknowledgment, satisfactory in form and substance to the Administrative Agent, executed by the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Treasurer or any Vice President and the Secretary or any Assistant Secretary of each such Person. (d) The Administrative Agent shall have received the executed legal opinion of Akin, Gump, Strauss, Hauex & Xeld, X.L.P., counsel to the Borrower certifying (i) and the resolutions of the Board of Directors of the Borrower approving other Loan Parties, in form and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior substance reasonably satisfactory to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAdministrative Agent.

Conditions to Effectiveness. This The effectiveness of this Amendment shall become effective as is subject to the satisfaction (or written waiver) of the date first written above following conditions (the date of satisfaction of such conditions being referred to herein as the “Third Amendment Effective Date”) when): 2.1. This Amendment shall have been duly executed by the Company, the Lenders constituting at least the Required Lenders under the Existing Credit Agreement (through the execution and delivery of a Lender Consent), and only whenthe Administrative Agent, and delivered to the Administrative Agent; 2.2. All payments and expenses required to be paid hereunder or pursuant to that certain Engagement Letter, dated as of March 31, 2020, by and between the Borrower, PNC Capital Markets LLC and Deutsche Bank Securities Inc. shall have been paid in full in cash or will be paid in full in cash on the Third Amendment Effective Date, including, without limitation, all reasonable and documented out-of-pocket expenses incurred by PNC Capital Markets LLC, Deutsche Bank Securities Inc., the Administrative Agent and their respective Affiliates in connection with the execution and delivery of this Amendment, in each of case to the following conditions is satisfied (or waived in accordance with extent required by Section 10.1 10.3 of the Credit Agreement):; 2.3. Substantially concurrently with the Third Amendment Effective Date, the Borrower shall have paid to the Administrative Agent (ai) for the account of each Consenting Revolving Lender, a non-refundable payment in an amount equal to $5,000, which payment shall be earned, due and payable on the Third Amendment Effective Date and (ii) for the account of each Consenting Term Loan Lender, a non-refundable one-time payment 2.4. The Administrative Agent shall have received counterparts with respect to the Company (i) a copy of this a good standing certificate, dated a date reasonably close to the Third Amendment Effective Date, for the Company and (ii) a certificate, dated as of the Third Amendment Effective Date, duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Company’s Secretary or Assistant Secretary of the Borrower certifying Secretary, any director, managing member or general partner, as applicable, as to (iA) the resolutions of the Board Company’s board of Directors of the Borrower approving directors then in full force and effect authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in any related Loan Documents and the transactions contemplated hereby and thereby, (B) the incumbency and signatures of those of its officers, directors, managing member or general partner, as applicable, authorized to act with respect to this Amendment and each Loan Document to be executed by the Company, and (C) the full force and effectvalidity of each Organic Document of the Company (and copies of all amendments thereof, if any, since the First Amendment Effective Date), upon which certificates each Secured Party may conclusively rely until it shall have received a further certificate of the Secretary, Assistant Secretary, any director, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of the Company; 2.5. No Default or Event of Default has occurred and is continuing on the Third Amendment Effective Date both before and immediately after giving effect to this Amendment; and (e) the conditions precedent 2.6. The representations and warranties set forth in Section 5.3 each Loan Document shall, in each case, be true and correct in all material respects (or in all respects if qualified by materiality or Material Adverse Effect) with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or in all respects if qualified by materiality or Material Adverse Effect) as of the Credit Agreement shall have been satisfiedsuch earlier date).

Conditions to Effectiveness. This Borrower hereby agrees that the following documents shall be delivered to the Agent prior to or concurrently with the execution of this Amendment, each in form and substance reasonably satisfactory to the Agent (collectively, the “Conditions Precedent”): 11.1 this Amendment shall become effective and the Updated Perfection Certificate duly executed on behalf of Borrower; 11.2 copies, certified by a duly authorized officer of Borrower, to be true and complete as of the date first written above hereof, of each of (i) the “governing documents of Borrower as in effect on the date hereof (but only to the extent modified since last delivered to the Agent), (ii) the resolutions of Borrower authorizing the execution and delivery of this Amendment, the other documents executed in connection herewith and Borrower’s performance of all of the transactions contemplated hereby, and (iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of Borrower (but only to the extent any signatories have changed since such incumbency certificate was last delivered to Agent); 11.3 the good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Sixth Amendment Effective Date”) when, and only when, each ; 11.4 a legal opinion of Borrower’s counsel dated as of the following conditions is satisfied (or waived in accordance Sixth Amendment Effective Date together with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bankoriginal signature thereto; 11.5 certified copies, dated as of a recent date, of financing statement searches, as Agent may request, accompanied by written evidence (bincluding any UCC termination statements) that the Administrative Agent shall Liens indicated in any such financing statements either constitute Permitted Liens or have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower been or, in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Sixth Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel will be terminated or released; 11.6 evidence satisfactory to Agent that the Borrower, insurance policies and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) endorsements required by Section 6.7 of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and Loan Agreement are in full force and effect; and, together with appropriate evidence showing additional insured clause or endorsement in favor of Agent; 11.7 Borrower’s payment of (ei) the conditions precedent fully-earned, non-refundable commitment fee of Sixty Thousand Dollars ($60,000.00) due on the Sixth Amendment Effective Date set forth in Section 5.3 2.8 above, (ii) the fully-earned, non-refundable Term Loan Final Payment in the amount of One Million Fifty-Five Thousand Dollars ($1,055,000.00) (the Credit Agreement shall have been satisfied“Accrued Term Loan Final Payment”) and (iii) Agent’s legal fees and expenses incurred in connection with this Amendment and the other Loan Documents; 11.8 such other documents as Agent may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective as Upon the satisfaction or waiver of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied conditions, this Amendment shall be deemed to be effective (or waived in accordance with Section 10.1 of the Credit Agreement“Effective Date”): (a) the Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified in writing by the Administrative Agent shall have received to the Borrower, each properly executed by a Responsible Officer of the applicable signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts of this Amendment duly executed and delivered by Holdings, the Borrower, each Subsidiary Guarantor and the Administrative Agent; (ii) counterparts of this Amendment duly executed by existing Lenders constituting at least the Requisite Lenders prior to 5:00 p.m., New York City time on December 9, 2016 (the “Consent Deadline”); and (iii) A certificate of Authorized Officers of each Issuing Bank of Holdings and each Bank;the Borrower to the effect that, after giving effect to this Amendment and the transactions contemplated hereby, (A) all representations and warranties of the Loan Parties contained in this Amendment, the Existing Credit Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects) and (B) no Default or Event of Default has occurred and is continuing. (b) All fees and expenses required to be paid hereunder or pursuant to the Existing Credit Agreement shall have been paid in full in cash or will be paid in full in cash concurrently with the effectiveness of this Amendment (including, without limitation, the Amendment Fees referred to in Section 4 below). Without limiting the generality of the provisions of the last paragraph of Section 8.03 of the Amended Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, the Administrative Agent and each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day notice from such Lender prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment proposed Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with specifying its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedobjection thereto.

Conditions to Effectiveness. This Sections 1 and 2 of this Amendment shall become effective as only upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each all of the following conditions is satisfied (precedent: A. On or waived in accordance with Section 10.1 of before the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this First Amendment duly executed and delivered by the BorrowerDate, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent Borrower shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower deliver to the Administrative Agent the following, each, unless otherwise noted, dated the First Amendment Date: 1. Signature and incumbency certificates of its officers executing this Amendment (which may be included in the certificate delivered pursuant to Section 10.5 clause 4 below); 2. Copies of this Amendment and the Credit Security Agreement for which reasonably detailed invoices have been presented to Amendment executed by the Borrower on or before the date that is one Business Day prior to the date hereofand each Guarantor; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions 3. Resolutions of the Board of Directors of the Borrower approving the incurrence of the Term C Loans and authorizing this Amendment; 4. A certificate of the executionBorrower, delivery dated the First Amendment Date, substantially in the form of Exhibit I hereto, with appropriate insertions and performance attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President of the Borrower; and 5. An opinion of counsel to the Borrower reasonably satisfactory to the Administrative Agent. B. On or before the First Amendment Date, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by the Administrative Agent, acting on behalf of Lenders, and its counsel shall be reasonably satisfactory in form and substance to the Administrative Agent and such counsel, and the Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as the Administrative Agent may reasonably request. C. Required Lenders shall have executed and delivered copies of this Amendment to the Administrative Agent. D. The Administrative Agent shall have been paid the fees as separately agreed by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedAdministrative Agent.

Conditions to Effectiveness. This Except as set forth below, Section 1 of this Amendment No. 1 shall become effective as only upon the satisfaction of the date first written above following conditions precedent (the “Amendment Effective Date”) when): A. DDR, DDRPR, the Administrative Agent, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 Lenders shall have indicated their consent hereto by the execution and delivery of the Credit Agreement):signature pages hereof to the Administrative Agent. (a) the B. The Administrative Agent shall have received counterparts a secretary’s certificate of the Borrower (i) either confirming that there have been no changes to its organizational documents since October 20, 2010, or if there have been changes to the Borrower’s organizational documents since such date, certifying as to such changes, and (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment duly executed No. 1 and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank;transactions contemplated hereby. (b) the C. The Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket costs and expenses required to be paid by for which invoices have been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 9.7 of the Credit Agreement), incurred in connection with this Amendment No. 1. D. Delivery to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionby Xxxxx Day, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, of an opinion addressed to the Lenders and (ii) the general counsel or an associate general counsel Administrative Agent in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;. (d) E. Payment by the Borrower of any mutually agreed upon compensation to the Lenders in connection with this Amendment No. 1. F. The conditions set forth in Section 4.2 of the Credit Agreement shall have been satisfied and the Administrative Agent shall have received a certificate dated as the Amendment Effective Date and executed by an Authorized Officer of the Borrower that such conditions have been satisfied. G. Upon satisfaction of the foregoing conditions, the Administrative Agent shall deliver written notice to the Borrower and the Lenders of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedDate.

Conditions to Effectiveness. This Amendment shall become effective as of on the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) when the Administrative Agent shall have received received: (a) counterparts of to this Amendment duly executed and delivered by the Borrower, the Xxxxx Fargo, as Administrative Agent, each Issuing Bank and each Bankof the Lenders party to the Credit Agreement; (b) a certificate of the Administrative Agent shall have received Secretary, Assistant Secretary or General Counsel of the Borrower, (i) attaching the Borrower’s articles of incorporation and by-laws, in each case together with all fees required amendments thereto, or certifying that there has been no change to be paid by such documents since the Borrower pursuant to fee letters executed Closing Date and delivered by the Borrower that such certification remains in connection with the Amended Credit Agreement full force and effect and (ii) all reasonable out-of-pocket expenses required to be paid certifying and attaching resolutions adopted by the Borrower approving or consenting to the Administrative Agent pursuant to Section 10.5 of increase in commitments effected by the Credit Agreement for which reasonably detailed invoices have been presented to Amendment and authorizing the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as execution and delivery of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of by the Borrower certifying (i) and the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this its obligations under the Amendment and the Credit Agreement as amended thereby; and (c) (i) an incumbency certificate, executed by the Secretary, Assistant Corporate Secretary or General Counsel of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or employees of the Borrower authorized to sign the Amendment, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or (ii) that all material authorizationsa certificate, approvals and consents required to be obtained executed by the Borrower prior Secretary, Assistant Corporate Secretary or General Counsel of the Borrower, that there has been no change to the Amendment Effective incumbency certificate delivered on the Closing Date in connection with its execution, delivery and performance of this Amendment have been obtained and are that such certification remains in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as The occurrence of the date first written above (Closing Date and the “Amendment Effective Date”) when, and only when, each effectiveness of this Agreement are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered Agreement, in the number requested by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgent or its legal counsel; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with the Amended Credit Agreement and favor of each Lender requesting a Note; (iiiii) all reasonable out-of-pocket expenses required to be paid by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower to as the Administrative Agent pursuant may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (civ) such documents and certifications as the Administrative Agent shall may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each other 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 received an executed legal opiniona Material Adverse Effect; (v) a favorable opinion of Haynsworth Xxxxxxx Xxxx, dated as of the Amendment Effective DateP.A., of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory addressed to the Administrative AgentAgent and each Lender, covering enforceability of the Loan Documents and such other matters to be agreed upon; (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying either (iA) the resolutions attaching copies of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the validity against the Borrower prior of the Loan Documents to the Amendment Effective Date in connection with its executionwhich it is a party, delivery and performance of this Amendment have been obtained certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.01(d) and (e) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; and (eviii) such other assurances, certificates, documents, consents or opinions as the conditions precedent set forth in Section 5.3 of Administrative Agent or the Credit Agreement Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been satisfiedpaid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default or Event of Default shall exist and be continuing as of the Closing Date. (f) The Closing Date shall have occurred on or before December 8, 2011. (g) The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Amendment The amendment contained in Section 1 shall become be effective as upon satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (precedent on or waived in accordance with Section 10.1 of the Credit Agreement):before June 29, 2006: (a) the The Administrative Agent shall have (i) executed this Amendment and shall have received signed, written authorization on behalf of each Required Lender to execute this Amendment on behalf of such Lenders, (ii) received counterparts of this Amendment duly executed by each of Holdings and delivered the Borrower and (iii) received counterparts of the consent appended hereto (the “Consent”) executed by the BorrowerGrantors, as defined in the Administrative Agent, each Issuing Bank Guarantee and each Bank;Collateral Agreement (the “Grantors”). (b) the The Administrative Agent shall have received (i) all fees required commitments from banks and other financial institutions with respect to be paid the Additional Term Loans in an aggregate principal amount equal to $116,246,708.10 (plus an amount as determined by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 necessary for the payoff of each of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date holders of Existing Term Loans that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrowerare not Converted Term Lenders), and (ii) as applicable, (x) a fully executed Addendum with respect to each such bank or other financial institution becoming a Lender for all purposes under the general counsel Credit Agreement, as amended and restated hereby or an associate general counsel (y) a fully executed Conversion Notice with respect to each Existing Term Lender electing to convert its Existing Term Loan into Converted Term Loans and assistant corporate secretary (or its equivalent) pursuant to which, on the First Amendment Effective Date, all of the Borrower, in each case reasonably satisfactory outstanding principal amount of such Lender’s Existing Term Loans shall be so converted and shall become Term Loans. (c) All fees and expense reimbursements payable by any Loan Party to the Administrative Agent;any Agent shall have been paid. (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the The conditions precedent set forth in Section 5.3 6.3 of the Credit Agreement as amended and restated hereby shall have been satisfiedsatisfied or waived in accordance with the terms thereof.

Conditions to Effectiveness. This Amendment shall become be effective as upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) the Administrative Agent shall have received counterparts an executed counterpart of this Amendment duly executed and delivered signed by the Borrower, the Lenders and Administrative Agent, each Issuing Bank and each Bank;. (b) Administrative Agent shall have received an executed counterpart of the acknowledgement and consent annexed hereto duly executed by each of the Guarantors. (c) The representations and warranties contained in the Credit Agreement shall be true and correct in all material respects (except to the extent (i) that the representations and warranties speak to a specific date or (ii) the facts on which such representations and warranties are based have been changed by transactions contemplated or permitted by the Credit Agreement) and no Default, or Potential Default, shall exist. (d) Administrative Agent shall have received (i) all fees required for the account of the Lenders party hereto pro rata in accordance with their respective Committed Sums, payable on the Amendment No. 1 Effective Date, an amendment fee equal to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement $37,500 and (ii) all other amounts due and payable on or prior to the Amendment No. 1 Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andhereunder. (e) Borrower shall have paid the conditions precedent set forth reasonable fees and disbursements of counsel to Administrative Agent and Lenders in Section 5.3 connection with this Amendment. Administrative Agent shall notify Borrower and Lenders of the Credit Agreement effective date of this Amendment, and such notice shall have been satisfiedbe conclusive and binding.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) when, and only when, when each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):satisfied: (a) the The Administrative Agent (or its counsel) shall have received counterparts from (i) Lenders constituting the Required Lenders (it being understood that clause (ii) of the proviso of the definition of “Required Lenders” does not apply) and (ii) each of the other parties hereto, a counterpart of this Amendment duly executed signed on behalf of such party. (b) All corporate and delivered by other proceedings taken or to be taken in connection with this Amendment and all documents incidental thereto, whether or not referred to herein, shall be reasonably satisfactory in form and substance to the Borrower, Administrative Agent. (c) The representations and warranties in Section 2 of this Amendment shall be true and correct. (d) The Borrower shall have paid a consent fee (the “Consent Fee”) to the Administrative Agent, each Issuing Bank and each Bank; for the ratable account of the Applicable Lenders (b) the Administrative Agent shall have received as defined below), equal to (i) all fees 0.50% of the aggregate outstanding principal amount of Term Loans of the Applicable Lenders, after giving effect to the prepayment required under Section 3(e) of this Amendment, plus (ii) 0.50% of the aggregate amount of Revolving Credit Commitments of the Applicable Lenders. “Applicable Lender” shall mean each Lender that has delivered an executed counterpart of this Amendment prior to be paid 12:00 noon, New York City time, on December 24, 2008 or such later date and time specified by the Borrower pursuant to fee letters executed and delivered by the Borrower notified in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower writing to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to Lenders by the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of the date first written above amendments contained in Section 1 hereof is conditioned upon satisfaction of all of the following conditions precedent (the date on which all such conditions have been satisfied being referred to herein as the “Second Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid a counterpart signature page of this Amendment duly executed by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement each Loan Party and (ii) consent and authorization from the Requisite Lenders to execute this Amendment on their behalf; (b) each of the representations and warranties in Section 3 below shall be true and correct in all material respects on and as of the Second Amendment Effective Date; (c) each of the Syndication Agent and the Administrative Agent shall have received payment in immediately available funds of all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, without limitation, (i) in the case of the Administrative Agent only, for the account of each consenting Lender that has evidenced its agreement hereto by 4:00 p.m. (New York City time) on or before August 12, 2009, a non-refundable consent fee in an amount equal to 0.50% of the aggregate principal amount (without duplication) of such Lender’s Commitments and Loans outstanding as of the date hereof and (ii) in the case of each of the Syndication Agent and the Administrative Agent, reimbursement or other payment of all reasonable and documented out-of-pocket expenses incurred by each of the Syndication Agent and the Administrative Agent, respectively (including, without limitation, reasonable and documented legal fees), required to be reimbursed or paid by the Borrower to Borrower, any Loan Party or the Administrative Agent pursuant to Section 10.5 of Parent under the Credit Agreement (including, without limitation, in connection with this Amendment and the documents and transactions related hereto) or any engagement letter entered into by the Borrower and/or the Parent and the Syndication Agent and for which reasonably detailed invoices have been previously presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Second Amendment Effective Date; and (cd) the Administrative Agent shall have received an executed legal opinionsuch other documents, dated instruments, certificates and approvals as it may reasonably request. Administrative Agent will notify the Borrower reasonably promptly upon the occurrence of the Second Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied.

Conditions to Effectiveness. This Amendment shall become effective as The effectiveness of this Agreement is subject to the date first written above (the “Amendment Effective Date”) when, and only when, each satisfaction of the following conditions is satisfied precedent (or unless waived in accordance with Section 10.1 of the Credit Agreement13.13): (a) the Administrative Agent shall have received counterparts of this Amendment Agreement duly executed and delivered by the Borrower, the Lenders and the Administrative Agent, each Issuing Bank and each Bank; (b) if requested by any Lender, the Administrative Agent shall have received (i) all fees required to be paid by for such Lender such Xxxxxx’s duly executed Note of the Borrower pursuant to fee letters executed dated the date hereof and delivered by the Borrower otherwise in connection compliance with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to provisions of Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date 1.11 hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) copies of the Borrower’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each case reasonably satisfactory to the Administrative Agentinstance by its Secretary or Assistant Secretary (or individual holding a comparable position); (d) the Administrative Agent shall have received a certificate dated as copies of resolutions (or equivalent authorizations) of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Borrower’s Board of Directors of the Borrower approving and (or similar governing body) authorizing the execution, delivery and performance by the Borrower of this Amendment Agreement and (ii) that the other Loan Documents to which it is a party as of the Effective Date, together with specimen signatures of the persons authorized to execute such documents on the Borrower’s behalf, all material authorizations, approvals and consents required to be obtained certified in each instance by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andSecretary or Assistant Secretary or other appropriate officer; (e) the conditions precedent Administrative Agent shall have received a copy of the certificate of good standing (or equivalent instrument) for the Borrower (dated no earlier than 30 days prior to the Effective Date) 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 the Borrower’s Authorized Representatives; (g) the Administrative Agent shall have received payment of all fees payable by the Borrower on the Effective Date to the Administrative Agent pursuant to the Apollo Term Fee Letter; (h) the Administrative Agent shall have received all fees and expenses to be paid on or prior to the Effective Date pursuant to the Apollo Term Fee Letter or the Apollo Term Commitment Letter and, with respect to expenses, invoiced to the Borrower at least three Business Days prior to the Closing Date; (i) [Reserved] (j) [Reserved] (k) the Administrative Agent shall have received the favorable written opinions of Xxxxxxxx, Xxxxxx, Xxxxx & Xxxx and Xxxxxx, Xxxxxx & Xxxxxxxx LLP, counsel to the Borrower; (i) the Administrative Agent shall have received, at least three Business Days prior to the Effective Date, all documentation and other information relating to the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, requested in writing by the Administrative Agent at least ten (10) Business Days prior to the Effective Date; and (m) the Administrative Agent has received a certificate of an Authorized Representative of the Borrower, certifying as of the Effective Date that: (i) each of the representations and warranties set forth herein and in Section 5.3 the other Loan Documents is true and correct in all material respects as of the Credit Effective Date, except to the extent the same expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects 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 (after giving effect to any qualifications herein) in all respects (and the Borrower’s execution and delivery of this Agreement shall constitute a representation and warranty that the condition precedent contained in this subsection (m)(i) has been satisfied on the date of this Agreement); and (ii) no Default or Event of Default has occurred and is continuing as of the Effective Date or would occur on the Effective Date as a result of the execution and delivery of this Agreement by the Borrower or the performance of its obligations hereunder; and (n) The lead arrangers with respect to the Apollo Bridge Facility shall have been satisfiedreceived a notice from the Borrower that this Agreement qualifies as a “Qualifying Term Facility” (as defined in the Apollo Bridge Commitment Letter). The occurrence of the Effective Date shall be confirmed by a written notice from the Administrative Agent to the Borrower on the Effective Date, and shall be conclusive evidence of the occurrence thereof.

Conditions to Effectiveness. This Amendment The parties hereto hereby agree that this Agreement shall become be effective as of the date first written above (the “Amendment Effective Date”) when, and only when, each upon satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent This Agreement shall have received counterparts of this Amendment duly been executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank the Collateral Agent, the Required Lenders, all Lenders whose Commitment is increased upon the effectiveness of this Agreement, the Borrower and each Bank;the other Loan Parties. (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the The Administrative Agent shall have received a certificate completed and executed Lender Addendum from each Lender whose Commitment is increased upon the effectiveness of this Agreement. (c) There shall have been delivered to the Administrative Agent and the Collateral Agent such other documents, instruments, agreements, certificates and legal opinions as the Administrative Agent and/or the Collateral Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including all those listed in the Closing Checklist attached hereto as Annex I. (d) The Administrative Agent shall have received, for the account of Lenders whose Commitments are increased on the First Amendment Effective Date, an amendment fee in the amount of $43,750 (to be allocated by the Administrative Agent among such Lenders based on the percentage of the Increased Commitment Amount represented by the amount of increase in the Commitment of each such Lender), which fee, once paid, shall be nonrefundable and shall not be creditable against any other fees payable in connection with the Credit Agreement or the other Loan Documents. (e) The Administrative Agent and the Collateral Agent shall have received all fees payable pursuant to that certain Fee Letter, dated as of the Amendment Effective Date of date hereof, by an among the Secretary or Assistant Secretary of Administrative Agent, the Borrower certifying (i) Collateral Agent and the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andBorrower. (ef) The representations and warranties contained herein shall be true and correct in all respects, and, after giving effect to this Agreement, no Event of Default or Default shall exist on the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfieddate hereof.

Conditions to Effectiveness. This Amendment shall become effective as Upon the satisfaction of the date first written above (the “Amendment Effective Date”) when, and only when, each of the following conditions, this Amendment shall be deemed to be effective (the date such conditions is satisfied (or waived in accordance with Section 10.1 of are satisfied, the Credit Agreement“Effective Date”): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank the Lenders and each Bankthe Borrowers; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 counterparts of the Credit Agreement for which reasonably detailed invoices have been presented to Guarantor Consent (substantially the Borrower on or before the date that is one Business Day prior to the date hereofform attached hereto as Exhibit A) executed by each Guarantor; (c) the Administrative Agent shall have received an executed legal opinion, dated as a copy of the Amendment Effective DateAsset Purchase Agreement, of (i) Xxxxx Xxxxx L.L.P., special counsel substantially in the form to be executed by the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative AgentSeller; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date a Responsible Officer of the Secretary or Assistant Secretary of the Borrower each Borrower, certifying (i) that there has been no change to such Borrower's Organization Documents, other than as attached to the resolutions certificate, since true and complete copies of the Board of Directors of same were delivered to the Borrower approving and authorizing the executionAdministrative Agent on May 18, delivery and performance by the Borrower of this Amendment 2012 or February 28, 2013, as applicable and (ii) that all material authorizationsthere has been no change to the titles, approvals names and consents required signatures of each Person authorized to be obtained sign the Loan Documents since an incumbency certificate of such Borrower was delivered to the Administrative Agent on May 18, 2012 or February 28, 2013, as applicable (the Administrative Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; andwriting); (e) the conditions precedent set forth Administrative Agent shall have received good standing certificates for each Borrower, issued by the Secretary of State or other appropriate official of such Borrower's jurisdiction of organization and each other jurisdiction reasonably requested by the Administrative Agent where such Borrower's conduct of business or ownership of Property necessitates qualification; (f) the Administrative Agent shall have received pro forma Borrowing Base Certificates in Section 5.3 respect of each of the US Borrowing Base and the European Borrowing Base, in each case after giving effect to the Memorex Divesture and prepared as of February 28, 2013; (g) Total Availability (after giving effect to all fees and expenses paid on the Effective Date pursuant to this Amendment, the Credit Agreement and the other Loan Documents) shall be greater than or equal to $75,000,000; and (h) the Borrowers shall have been satisfiedpaid all fees and expenses to be paid to the Administrative Agent pursuant to the Credit Agreement and the other Loan Documents, including without limitation, all reasonable out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment and the reasonable fees and expenses of Winston & Xxxxxx LLP.

Conditions to Effectiveness. This Amendment Agreement shall not become effective as of until the date first written above (such date, the “Amendment Effective Closing Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement7.2): (a) the Administrative Agent The Lender shall have received counterparts the following: (i) a counterpart of this Amendment Agreement signed by or on behalf of the Borrower; and (ii) a duly executed and delivered by Subordinated Note payable to the Borrower, the Administrative Agent, each Issuing Bank and each Bank;Lender. (b) No Default or Event of Default shall exist on the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereof;Closing Date. (c) All representations and warranties of the Administrative Agent Borrower set forth in the Subordinated Loan Documents shall be true and correct on and as of the Closing Date. (d) The Lender shall have received an executed the legal opinion, dated as opinion of the Amendment Effective Date, of (i) Xxxxx Xxxxx Xxxxxx & Xxxxxx L.L.P., special counsel to the Borrower, dated the Closing Date and (ii) the general counsel or an associate general counsel otherwise in form and assistant corporate secretary (or its equivalent) of the Borrower, in each case substance reasonably satisfactory to the Administrative Agent;Lender. (de) the Administrative Agent The Lender shall have received a certificate of the Borrower, dated the Closing Date, together with (i) a copy of the certificate of limited partnership of the Borrower, certified as of a recent date by the Amendment Effective Date Secretary of State of the State of Delaware, together with a certificate of such official attesting to the good standing of the Borrower, (ii) a certification by the Secretary or Assistant Secretary of Boardwalk GP, LLC of the names and true signatures of each officer of the Borrower certifying (ior general partner thereof) that has been authorized to execute and deliver any Subordinated Loan Document or other document required hereunder to be executed and delivered by or on behalf of the Borrower, (iii) the limited partnership agreement (or equivalent) of the Borrower as in effect on the date of such certification, (iv) the resolutions and consent of the Board of Directors of the Borrower Boardwalk GP, LLC approving and authorizing the execution, delivery and performance by of the Borrower of this Amendment Subordinated Loan Documents and (iiv) that all material authorizations, approvals and consents required to be obtained by such other customary certifications as the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedLender may reasonably request.

Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (hereof, upon the “Amendment Effective Date”) when, and only when, satisfaction of each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):conditions: (a) A. The receipt by the Administrative Agent shall have received of counterparts of this Amendment Amendment, duly executed and delivered by the Borrower, the Subsidiary Guarantors and the Required Lenders, sufficient in number for distribution to the Administrative Agent, each Issuing Bank Lender and each Bank;the Borrower. (b) B. The receipt by the Administrative Agent shall have received (i) of such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers or other duly authorized officers, as the case may be, of each of the Loan Parties as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or other duly authorized officer thereof authorized to act as a Responsible Officer or other duly authorized officer in connection with this Amendment and the other Loan Documents. C. The receipt by the Administrative Agent of such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require. D. Arrangements satisfactory to the Administrative Agent for the payment on the First Amendment Date of all accrued fees of the Administrative Agent, the Arranger and the Lenders, as applicable, and expenses of the Administrative Agent and the Arranger required to be paid by on or prior to the Borrower pursuant to fee letters executed First Amendment Date shall have been made (including the reasonable fees and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to of counsel for the Administrative Agent pursuant to Section 10.5 of and the Credit Agreement for which reasonably detailed invoices have been presented Arranger to the Borrower on or before the date that is one extent invoiced at least two (2) Business Day Days prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinion, dated as of the First Amendment Effective Date, plus such additional amounts of such fees and expenses to be incurred through the closing proceedings within five (i5) Xxxxx Xxxxx L.L.P., special counsel to Business Days after receiving an invoice thereof (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower, Borrower and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory to the Administrative Agent; (d) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfied)).

Conditions to Effectiveness. This Amendment shall become effective on and as of the date first written above (the “"Amendment Effective Date”") when, and only when, each of satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the The Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters an executed counterpart of this Amendment, duly executed and delivered by a duly authorized officer of the Borrower, (ii) executed Lender Consent Letters (or facsimile transmissions thereof), substantially in the form of Exhibit A hereto ("Lender Consent Letters"), from the Required Lenders, (iii) an executed certificate of an officer of the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower form reasonably satisfactory to the Administrative Agent pursuant as to the matters set forth in Section 10.5 9 of this Amendment and as to such other customary matters as the Credit Agreement for which Administrative Agent may reasonably detailed invoices have been presented request and (iv) the legal opinions of general counsel to the Borrower on or before the date that is one Business Day prior to the date hereof; (c) the Administrative Agent shall have received an executed legal opinionand of Xxxx, dated Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, as of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and covering such matters as the Administrative Agent shall reasonably require. (b) The Borrower and the Administrative Agent shall have duly executed and delivered a letter agreement, in form and substance satisfactory to the Administrative Agent, as to amendments to (i) the Amended and Restated Warrant Agreement, dated as of December 27, 2000 (the "Warrant Agreement"), between the Borrower and United States Trust Company of New York, as warrant agent and escrow agent, and (ii) the general counsel or an associate general counsel and assistant corporate secretary warrants issued under the Warrant Agreement (or its equivalent) of the Borrower"Warrants"), in each case reasonably satisfactory pursuant to which (A) the exercise price of the Warrants shall be decreased to $15.00 per share, subject to adjustments to such price as provided in the Warrant Agreement, and (B) the Borrower shall agree to post-effectively amend the registration statement relating to the Administrative Agent; (d) Warrants to reflect such decrease in the exercise price and to cover such other matters as the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedreasonably require.

Conditions to Effectiveness. This Amendment The obligations of the Lenders (including the Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of Credit hereunder shall not become effective as of until the date first written above (the “Amendment Effective Date”) when, and only when, on which each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):10.2). (a) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrowers hereunder, under any other Loan Document and under any agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as Sole Lead Arranger and Book Manager. (b) The Administrative Agent (or its counsel) shall have received the following: (i) a counterpart of this Agreement and the other Loan Documents signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) duly executed Revolving Credit Note payable to such Lender and the Swingline Note payable to the Swingline Lender; (iii) satisfactory Phase I and, where applicable, Phase II environmental reports for property of Seller to be acquired in connection with the Acquisition, and the Administrative Agent's receipt of reliance letters with respect to such Phase I and Phase II environmental reports; (iv) copies of duly executed payoff letters, in form and substance satisfactory to Administrative Agent, executed by each of the Existing Lenders or the agent thereof, together with (a) UCC-3 or other appropriate termination or partial release statements, in form and substance satisfactory to Administrative Agent, releasing all liens of the Existing Lenders upon any of the personal property of the Borrowers and their Subsidiaries, (b) cancellations and releases, in form and substance satisfactory to the Administrative Agent, releasing all liens of the Existing Lenders upon any of the real property of the Borrowers and their Subsidiaries acquired from Seller in the Acquisition, and (c) any other releases, terminations or other documents reasonably required by the Administrative Agent to evidence the payoff of Indebtedness owed to the Existing Lenders; (v) a certificate of the Secretary or Assistant Secretary of each Loan Party in the form of Exhibit 3.1(b)(v), attaching and certifying copies of its bylaws and of the resolutions of its boards of directors, or partnership agreement or limited liability company agreement, or comparable organizational documents and authorizations, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Loan Party executing the Loan Documents to which it is a party; (vi) certified copies of the articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents of each -61- Loan Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation; (vii) a favorable written opinion of each of Adams & Reese LLP, Hunton and Williams LLP and Fulbright & Jaworxxx XLP, xxxxsel to xxx Xoan Partiex, addressed to the Admixxxxxxxxve Agent and each of the Lenders, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders shall reasonably request; (viii) [Reserved]; (ix) a duly executed Notice of Borrowing; (x) a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof and the Permitted Subordinated Debt; (xi) certified copies of all consents, approvals, authorizations, registrations and filings and orders (if any) required to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Loan Party, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and the failure to obtain any of which would reasonably be expected to have a Material Adverse Effect and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding this Agreement or any transaction being financed with the proceeds thereof shall be ongoing; (xii) a duly completed and executed certificate of the type described in Section 5.l(d) including pro forma calculations of the financial covenants set forth in Article VI hereof as of the Original Closing Date after giving effect to the Acquisition; (xiii) certified copies of all agreements, indentures or notes governing the terms of any Material Indebtedness and all other material agreements, documents and instruments to which any Loan Party or any of its assets are bound; (xiv) certificates of insurance issued on behalf of insurers of the Borrowers describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrowers, naming the Administrative Agent as additional insured; (xv) a copy of the executed Asset Purchase Agreement, together with all exhibits and schedules thereto, and of the other Acquisition Documents, accompanied by the certificate of a senior officer of Borrowers as to the consummation of the transactions contemplated by the Acquisition Documents and related matters; (xvi) a certificate of the Secretary or an Assistant Secretary of each Borrowers certifying that attached thereto is a true and complete copy of resolutions adopted by the Board of Directors of such Borrowers authorizing the execution, delivery and performance of the Asset Purchase Agreement and the consummation of the transactions provided for therein; (xvii) projected consolidated financial statements for Borrowers, after giving effect to the Acquisition, for the 2005 fiscal year on a month by month basis, and for the 2006, 2007 and 2008 fiscal years on an annual basis; (xviii) the Administrative Agent shall have received counterparts evidence reasonably satisfactory to Administrative Agent that Borrowers have issued Permitted Subordinated Debt in an original principal amount of this Amendment duly executed not less than $51,000,000 and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bankissued additional Capital Stock in an aggregate issue price of not less than $35,500,000; (bxix) the Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that, on the Original Closing Date, Seller shall have received the aggregate Purchase Price (ias defined in the Asset Purchase Agreement) all fees required payable as of the Original Closing Date under the Acquisition Documents but for the portion thereof to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection funded with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 proceeds of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofLoans hereunder; (cxx) the Administrative Agent shall have received an executed legal opinion, dated as evidence that all required consents of the Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel any applicable Governmental Authority to the BorrowerAcquisition have been obtained, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case other evidence reasonably satisfactory to Administrative Agent that the Administrative AgentAcquisition will be consummated immediately following the initial Revolving Loan(s); (dxxi) the Administrative Agent shall have determined that, immediately after the Lenders have made the initial Revolving Loans under this Agreement, the Issuing Bank has issued the initial Letters of Credit under this Agreement and Borrowers have paid (or made provision for payment of) all fees and closing costs incurred in connection with the Commitments, and after increasing the Availability Reserve in the amount of any payables of Borrowers and Seller that are unpaid beyond customary payment periods, Availability is not less than $25,000,000, minus the amount of the Backup LC Overage; (xxii) the Administrative Agent shall have received fully executed copies of the Subordinated Working Capital Documents, the terms of which shall be acceptable to the Administrative Agent in all respects; (xxiii) the Administrative Agent shall have received a certificate dated as fully executed copy of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the Board of Directors of the Borrower approving PBGC Release Agreement, in form and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the Borrower prior substance satisfactory to the Amendment Effective Date Administrative Agent in its sole and absolute discretion, and Borrowers or the PBGC shall have executed and delivered UCC termination statements, mortgage satisfactions and such other agreements, documents or instruments as Administrative Agent may deem necessary to reflect the termination of any liens, claims, encumbrances or other interests that the PBGC may have or assert against or in the assets and stock transferred in connection with its execution, delivery and performance of this Amendment have been obtained and are in full force and effectthe Acquisition; and (exxiv) the conditions precedent set forth Administrative Agent shall have received confirmation that the Borrowers shall have acquired or will acquire no less than 1,000,000 barrels of Petroleum Products in Section 5.3 connection with the Acquisition as of the Credit Agreement shall have been satisfiedOriginal Closing Date.

Conditions to Effectiveness. This Amendment Amendment, and the obligations of the Lenders (including the New Lenders) to make Loans and of the Issuing Banks to issue Letters of Credit under the Amended Credit Agreement, shall become effective as of the date first written above upon satisfaction (the “Amendment Effective Date”or waiver) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of each case, in form and substance reasonably acceptable to the Credit AgreementAdministrative Agent): (a) the The Administrative Agent shall have received counterparts from each party hereto either (i) a counterpart of this Amendment duly executed and delivered by the Borrowersigned on behalf of such party, or (ii) written evidence reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Bank;Agent (which may include facsimile transmission or other electronic imaging of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. (b) the The Administrative Agent shall have received a favorable written opinion (iaddressed to the Administrative Agent, the Issuing Banks and the Lenders (including the New Lenders)) of Xxxxx Day, counsel for the Borrower and the other Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, dated as of the Second Amendment Effective Date. The Borrower hereby requests that such counsel deliver such opinions. (c) The Administrative Agent shall have received such customary 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 the Second Amendment Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Second Amendment Transactions. (d) The Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying that the conditions set forth in Sections 4.1(i) and (j) have been satisfied. (e) The Administrative Agent shall have received all fees required and other amounts due and payable on or prior to be paid the Second Amendment Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Second Amendment Effective Date (or such shorter period of time as is agreed by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) Borrower), reimbursement or payment of all reasonable and documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower any Loan Party on or before the date that is one Business Day prior to the date hereof;Second Amendment Effective Date. (cf) the Administrative Agent The Borrower shall have received an executed legal opinion, dated as of (i) paid all accrued and unpaid interest on the loans outstanding under the Existing Credit Agreement to the Second Amendment Effective Date, of (iii) Xxxxx Xxxxx L.L.P., special counsel prepaid any revolving loans outstanding under the Existing Credit Agreement to the Borrowerextent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Second Amendment Effective Date, and (iiiii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory paid all accrued fees owing to the Administrative Agent;lenders under the Existing Credit Agreement prior to the Second Amendment Effective Date. (dg) the The Administrative Agent shall have received a certificate dated as of from the Amendment Effective Date of the Secretary or Assistant Secretary chief financial officer of the Borrower certifying as to the solvency of the Borrower and the Restricted Subsidiaries on a consolidated basis after giving effect to the Second Amendment Transactions. (h) The Administrative Agent and each Lender (including each New Lender) 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 that has been requested at least three (3) Business Days prior to the Second Amendment Effective Date by the Administrative Agent or such Lender (including each New Lender). If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent and each Lender (including each New Lender) shall have received, to the extent requested by the Administrative Agent or such Lender (including each New Lender), a Beneficial Ownership Certification in respect of the Borrower. (i) Since December 29, 2018, there shall not have occurred an event, change or condition that has had, or would reasonably be expected to have, a Material Adverse Effect. (j) After giving effect to this Amendment and the Second Amendment Transactions, (i) the resolutions representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the Board Second Amendment Effective Date, except in the case of Directors any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of the Borrower approving representations and authorizing the executionwarranties qualified as to materiality, delivery and performance by the Borrower in all respects) as of this Amendment such earlier date, and (ii) that all material authorizations, approvals no Default shall have occurred and consents required to be obtained by continuing. The Administrative Agent shall notify the Borrower prior to and the Lenders (including the New Lenders) of the Second Amendment Effective Date in connection with its executionDate, delivery and performance of this Amendment have been obtained such notice shall be conclusive and are in full force and effect; and (e) the conditions precedent set forth in Section 5.3 of the Credit Agreement shall have been satisfiedbinding.

Conditions to Effectiveness. This Amendment shall become effective as The occurrence of the date first written above (Closing Date and the “Amendment Effective Date”) when, and only when, each effectiveness of this Agreement are subject to satisfaction of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement):precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent shall have received and its legal counsel: (i) executed counterparts of this Amendment duly executed and delivered Agreement, in the number requested by the Borrower, the Administrative Agent, each Issuing Bank and each BankAgent or its legal counsel; (bii) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters a Note executed and delivered by the Borrower in connection with the Amended Credit Agreement and favor of each Lender requesting a Note; (iiiii) all reasonable out-of-pocket expenses required to be paid by such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower to as the Administrative Agent pursuant may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to Section 10.5 of act as a Responsible Officer in connection with this Agreement and the Credit Agreement for other Loan Documents to which reasonably detailed invoices have been presented to the Borrower on or before the date that is one Business Day prior to the date hereofa party; (civ) such documents and certifications as the Administrative Agent shall may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in (A) the jurisdiction of its incorporation or organization and (B) each other 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 received an executed legal opiniona Material Adverse Effect; (v) a favorable opinion of Haynsworth Xxxxxxx Xxxx, dated as of the Amendment Effective DateP.A., of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel or an associate general counsel and assistant corporate secretary (or its equivalent) of the Borrower, in each case reasonably satisfactory addressed to the Administrative AgentAgent and each Lender, covering enforceability of the Loan Documents and such other matters to be agreed upon; (dvi) the Administrative Agent shall have received a certificate dated as of the Amendment Effective Date of the Secretary or Assistant Secretary a Responsible Officer of the Borrower certifying either (iA) the resolutions attaching copies of the Board of Directors of the Borrower approving all consents, licenses and authorizing approvals required in connection with the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizations, approvals and consents required to be obtained by the validity against the Borrower prior of the Loan Documents to the Amendment Effective Date in connection with its executionwhich it is a party, delivery and performance of this Amendment have been obtained certifying that such consents, licenses and approvals are in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (vii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements through the Closing Date that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the current Debt Ratings; (viii) evidence that all obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, paid and fully satisfied and any and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released; and (eix) such other assurances, certificates, documents, consents or opinions as the conditions precedent set forth in Section 5.3 of Administrative Agent, the Credit Agreement L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. (b) Any fees required to be paid on or before the Closing Date shall have been satisfiedpaid. (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements as shall constitute its reasonable estimate of fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). (d) The representations and warranties of the Borrower contained in Article V and in any other Loan Document, and those which are contained in any other document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the Closing Date. (e) No Default shall exist and be continuing as of the Closing Date. (f) The Closing Date shall have occurred on or before October 31, 2012. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Effectiveness. This Section 1 of this Amendment shall become effective as only upon the satisfaction of all of the date first written above following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”) when, and only when, each of the following conditions is satisfied (or waived in accordance with Section 10.1 of the Credit Agreement): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Administrative Agent, each Issuing Bank and each Bank; (b) the Administrative Agent shall have received (i) all fees required to be paid by the Borrower pursuant to fee letters executed and delivered by the Borrower in connection with the Amended Credit Agreement and (ii) all reasonable out-of-pocket expenses required to be paid by the Borrower to the Administrative Agent pursuant to Section 10.5 of the Credit Agreement for which reasonably detailed invoices have been presented to the Borrower on A. On or before the First Amendment Effective Date, Company shall deliver to Lenders (or to Administrative Agent for Lenders) the following, each, unless otherwise noted, dated the First Amendment Effective Date: 1. Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of Delaware, each dated a recent date that is one Business Day prior to the date hereofFirst Amendment Effective Date; (c) the Administrative Agent shall have received an executed legal opinion2. A certificate, dated as of the First Amendment Effective Date, of (i) Xxxxx Xxxxx L.L.P., special counsel to the Borrower, and (ii) the general counsel its corporate secretary or an associate general counsel and assistant corporate secretary (or secretary, certifying that there have been no changes in its equivalent) Bylaws from the form of the Borrower, in each case reasonably satisfactory Bylaws previously delivered to the Administrative AgentLenders; (d) the Administrative Agent shall have received a certificate dated as 3. Resolutions of the Amendment Effective Date of the Secretary or Assistant Secretary of the Borrower certifying (i) the resolutions of the its Board of Directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Amendment and (ii) that all material authorizationsdelivery, approvals and consents required to be obtained by the Borrower prior to the Amendment Effective Date in connection with its execution, delivery and performance of this Amendment, certified as of the First Amendment have been obtained and are Effective Date by its corporate secretary or an assistant secretary as being in full force and effecteffect without modification or amendment; 4. Signature and incumbency certificates of its officers executing this Amendment; and (e) 5. Executed copies of this Amendment. B. On or before the conditions precedent set forth First Amendment Effective Date, all corporate and other proceedings taken or to be taken in Section 5.3 connection with the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. C. Company shall pay to each Lender executing this Amendment by 5:00 p.m., New York time, on February 6, 2003 an amendment fee equal to 0.25% of the Credit Agreement shall have been satisfiedsum of such Lender’s Tranche A Term Loan Exposure plus such Lender’s Tranche B Term Loan Exposure plus such Lender’s Revolving Loan Exposure.