Common use of Conditions Clause in Contracts

Conditions. The effectiveness of this Agreement shall be conditioned upon the following: (a) The following documents shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the parties thereto, 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. (b) The Administrative Agent shall be in full force and effect and no default shall exist thereunder, have received a written opinion (addressed to the Administrative Agent and the Borrower shall have delivered original counterparts thereof to Lenders and dated the Agent: Restatement Effective Date) of each of (i) Xxxxxxx X. Xxxxxxxx, General Counsel of the Borrower, and (ii) Xxxxx Xxxx & Xxxxxxxx, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, duly executed the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and delivered by certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery authorization of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 all in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agentits counsel. (d) The Borrower Administrative Agent shall have paidreceived a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or otherwise reimbursed the Banks for, the outstanding fees and expenses a Financial Officer of the Bank Financial Consultant Borrower, confirming the representations and the Agent's legal counsel presented to the Borrower up through the date warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement. (e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof. (f) The Administrative Agent shall make a prepayment have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement. (h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement. (i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Banks in Lenders of the amount of $1,000,000.00 which Restatement Effective Date, and such notice shall be applied to conclusive and binding. Notwithstanding the repayment foregoing, the consummation of the Existing Extensions of Credit in the manner and in the order transactions set forth in Section 3.2 Sections 3 and 4 of this Agreement shall not become effective unless each of the Credit Agreementforegoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following representations and warranties contained herein shall be accurate as of the date of delivery of the Preferred Securities. b) Winston & Xxxxxx LLP, counsel for the Guarantor, the Company and the Trust (the “Company Counsel”), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and The Bank of New York Trust Company, National Association, in substantially the form set out in Annex A-I hereto and the Company shall have furnished to the Purchaser a certificate signed by the Company’s Chief Executive Officer, President, a Senior Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Guarantor, the Company and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. Such Company Counsel opinion shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). c) The Purchaser shall have been duly authorized furnished the opinion of Xxxxxx Xxxx & Xxxxxx LLP, dated the Closing Date, addressed to the Purchaser and executed The Bank of New York Trust Company, National Association, in substantially the form set out in Annex B hereto. d) The Purchaser shall have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser, The Bank of New York Trust Company, National Association, the Delaware Trustee and the Company, in substantially the form set out in Annex C hereto. e) The Purchaser shall have received the opinion of Gardere Xxxxx Xxxxxx LLP, special counsel for the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex D hereto. f) The Purchaser shall have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser and The Bank of New York Trust Company, National Association, in substantially the form set out in Annex E hereto. g) Each of the Guarantor and the Company shall have furnished to the Purchaser a certificate of the Guarantor and the Company, as applicable, signed by the parties theretoChief Executive Officer, shall be in full force President or an Executive Vice President, and effect and no default shall exist thereunderChief Financial Officer, Treasurer or Assistant Treasurer of the Company, and the Borrower Trust shall have delivered original counterparts thereof furnished to the AgentPurchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, and, in the case of the Guarantor and the Company, as to (i) and (ii) below and, in the case of the Trust, as to (i) below: (i) this Agreement, duly executed the representations and delivered by warranties of the BorrowerGuarantor, the Agent Company and the Banks constituting Majority BanksTrust in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied in all material respects with all the agreements and satisfied in all material respects all the conditions on either of their part to be performed or satisfied pursuant to the Operative Documents at or prior to the Closing Date; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date of the Interim Financial Statements (as defined below), there has been no material adverse change in the condition (financial or other), earnings, business or assets of the Guarantor, the Company or their subsidiaries taken as a whole, whether or not arising from transactions occurring in the ordinary course of business (a “Material Adverse Change”). h) The Guarantor and the Company shall have executed the Parent Guarantee Agreement and delivered same to The Bank of New York Trust Company, National Association, as Guarantee Trustee. i) Prior to the Closing Date, the Guarantor, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Trust or any officer of the Guarantor or the Company and delivered to the AgentPurchaser or the Purchaser’s counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Trust and/or the Guarantor or the Company, (B) as the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agentcase may be, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted not by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 trustee or officer in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsany individual capacity. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement shall be conditioned upon Amendment is subject to satisfaction of the followingfollowing conditions: (a) The following documents Borrowers shall have been duly authorized executed and delivered to the Collateral Agent (or shall have caused to be executed and delivered to the Collateral Agent by the parties theretoappropriate Persons), shall be the following, in full force each case in form and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof substance satisfactory to the Collateral Agent: (i) this Agreementan amended and restated Secured Revolving Credit Note payable to the order of each of the Lenders, duly executed and delivered by in the Borrower, the Agent and the Banks constituting Majority Banksoriginal principal amount equal to such Lender’s Revolving Credit Commitment; (ii) an amendment to the certificate Subordination Agreement acknowledging and permitting the increased Aggregate Revolving Credit Commitments; (iii) Certified copies (attached as required in Part A of the secretary form attached as Schedule 3.01 to the Credit Agreement) of all corporate or assistant secretary other action taken by each Borrower and the Equity Holders of each Borrower authorizing the execution and delivery of the Notes to which it is a party (including all resolutions authorizing the execution, delivery and performance of this Amendment by such Borrower certifying as to and the incumbency and genuineness transactions contemplated hereby, the incurrence of the signature Obligations and the granting of each officer of such Person executing the Liens contemplated by the Loan Documents to which it is a party party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form Such other supporting documents and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent Collateral Agent, the Administrative Agent, or the Lenders may reasonably requestsrequest. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Collateral Agent shall have received evidence the favorable written opinion of general corporate counsel to the Borrowers dated as of the date hereof, addressed to the Collateral Agent, the Administrative Agent, and Lenders and reasonably satisfactory to Agent, that upon such filings the Collateral Agent in scope and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law.substance; and (c) Since September 15The representations and warranties of each Borrower and its Affiliates set forth in the Credit Agreement, 2000as amended hereby, and in the other Loan Documents shall be true and correct in all material respects on and as of the effective date of this Amendment and each Borrower shall have performed all obligations which were to have been performed by it hereunder prior to the effective date of this Amendment (unless waived by the Collateral Agent or the Required Lenders). (d) As of the effective date of this Amendment, and since the dates of those certain Projections attached as Schedule 4.17 to the Credit Agreement and other financial documents delivered to the Collateral Agent prior thereto, no event or circumstance shall have occurred which has had, or could reasonably be expected to have, have a material adverse effect has occurred, except as a previously disclosed in writing to the AgentMaterial Adverse Effect. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of the amendments set forth in this Agreement Amendment shall be conditioned upon subject to the followingsatisfaction of each of the following conditions: (a) The following documents 4.1 Agent shall have received an original of this Amendment, duly authorized, executed and delivered by Borrowers and Guarantors; 4.2 Agent shall have received all consents of Lenders required for the consents and amendments provided for herein; 4.3 Agent shall have received evidence, in form and substance satisfactory to Agent, that Borrowers and Guarantors have obtained all necessary consents and approvals to the execution, delivery and performance of this Amendment, which are and shall remain in full force and effect; 4.4 Agent shall have received, in form and substance satisfactory to Agent, evidence that all requisite corporate or limited liability company action and proceedings in connection with this Amendment have been duly authorized taken and executed approved, and Agent shall have received all information and copies of all documents, including records of requisite corporate or limited liability company action and proceedings which Agent may have reasonably requested in connection therewith, such documents where requested by Agent or its counsel to be certified by appropriate corporate officers; 4.5 Agent shall have received (i) a copy of the parties theretoBy-Laws of Madewell, shall be (ii) a certificate from the Secretary or Assistant Secretary of Madewell dated on or about the date hereof certifying that each of the foregoing documents remains in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have has not been modified or amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agentexcept as described therein, and (Ciii) attached thereto is truegood standing certificates (or its equivalent) from the Secretary of State (or comparable official) from each jurisdiction where the nature and extent of the business transacted by Madewell or ownership of assets and properties makes such qualification necessary; 4.6 Agent shall have received, correct in form and complete copy substance reasonably satisfactory to Agent, from Madewell, Secretary’s Certificates of Directors’ Resolutions, Corporate By-laws, Incumbency and Shareholder’s Consent evidencing the adoption and subsistence of corporate resolutions duly adopted approving the execution, delivery and performance by the Board of Directors of such Person authorizing the execution and delivery Madewell of this Agreement, the docHarbor Pledge Agreement Amendment and the docHarbor Security Agreementagreements, documents and instruments to be delivered pursuant to this Amendment; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 84.7 Agent shall have received, 2000 in form and substance satisfactory to Agent, evidence that Agent will have a valid perfected first priority security interest in all of the Agent Collateral of Madewell upon the filing of a UCC financing statement naming Agent, as secured party, and Majority Banks attached hereto Madewell, as Exhibit Idebtor; (iv) the docHarbor Budget 4.8 Agent shall have received, in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses each of the Bank Financial Consultant Madewell Supplemental Agreements, as duly authorized, executed and delivered by the Agent's legal counsel presented to the Borrower up through the date parties thereto; and 4.9 No Default or Event of this AgreementDefault shall exist or have occurred and be continuing. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement shall be conditioned upon Amendment and the followingobligations of each 2016 Incremental Term Loan Lender to fund its portion of the 2016 Incremental Term Loan is subject to the satisfaction of the following conditions: a. the Administrative Agent (aor its counsel) The following documents shall have been duly authorized received from each of the Loan Parties party thereto a counterpart (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 (i) this Amendment signed by Holdings, the Borrowers, and executed each other Loan Party, (ii) deeds of acknowledgement, dated as of the First Amendment Effective Date, for each of (x) the Cyprus Share Pledge and (y) the Cyprus Debenture, each signed by each Loan Party party thereto, (iii) an amendment and reaffirmation agreement, dated as of the First Amendment Effective Date, referring to each of (w) the Hungarian Quota Pledge, (x) the Hungarian Account Pledge, (y) the Hungarian Rights Pledge and (z) the Hungarian Asset Pledge, signed by each Loan Party party thereto, (iv) each Promissory Note signed by the parties thereto, shall be in full force and effect and no default shall exist thereunderBorrowers (to the extent requested at least three Business Days prior to the First Amendment Effective Date), and (v) each other Loan Document to be executed on the Borrower First Amendment Effective Date signed by the Loan Parties party thereto; b. the Administrative Agent shall have delivered original counterparts thereof received, on behalf of itself and the 2016 Incremental Term Loan Lenders on the First Amendment Effective Date, customary written legal opinions (A) dated the First Amendment Effective Date, (B) addressed to the AgentAdministrative Agent and the 2016 Incremental Term Loan Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Amendment and all documents and instruments delivered in connection herewith as the Administrative Agent shall reasonably request, from each of: (i) this AgreementRopes & Xxxx LLP, duly executed and delivered by the Borrowerspecial counsel to Holdings, the Agent Borrowers and the Banks constituting Majority Banksother Loan Parties, with respect to U.S. law matters; (ii) Andrékó Kinstellar Ügyvédi Iroda, special Hungarian counsel to the certificate Administrative Agent, with respect to Hungarian law matters; and (iii) Andreas Neocleous & Co, special Cyprus counsel to the Administrative Agent, with respect to Cyprus law matters. c. the Administrative Agent shall have received the results of recent UCC (or similar), tax and judgment Lien searches with respect to each of the secretary or assistant secretary Loan Parties in each applicable jurisdiction in the United States; d. the Borrower Representative shall have delivered to the Administrative Agent a Borrowing Request pursuant to Section 2.03 of the Borrower Credit Agreement in connection with the funding of the 2016 Incremental Term Loan on the First Amendment Effective Date; provided that, notwithstanding the deadline for delivery of such Borrowing Request set forth in clause (a) of Section 2.03 of the Credit Agreement, such Borrowing Request may be delivered no later than 1:00 p.m., two (2) Business Days prior to the First Amendment Effective Date; e. Prior to or substantially concurrently with the funding of the 2016 Incremental Term Loan, the UCB Acquisition shall have been consummated in all material respects in accordance with the terms of the UCB Acquisition Agreement, but without any amendments, waivers or consents by any party thereto that are materially adverse to the interests of the 2016 Incremental Term Loan Lenders or the Lead Arranger in their respective capacities as such without the consent of the Lead Arranger, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that (a) any decrease in the purchase price shall be deemed to not be materially adverse to the interests of the 2016 Incremental Term Loan Lenders or the Lead Arranger so long as such decrease reduces the 2016 Incremental Term Loan on a dollar-for-dollar basis and (b) any increase in the purchase price shall be deemed to not be materially adverse to the 2016 Incremental Term Loan Lenders or the Lead Arranger so long as such increase is funded with cash on the balance sheet of OPC or amounts permitted to be drawn and applied for such purpose under the Revolving Credit Commitments (as defined in the Existing Credit Agreement)); f. the 2016 Incremental Term Loan shall be an “Incremental Term Loan” as defined in the Existing Credit Agreement, incurred in accordance with Section 2.21 of the Existing Credit Agreement; g. each of the representations and warranties made by the Seller in the UCB Acquisition Agreement as are material to the interests of the 2016 Incremental Term Loan Lenders (but only to the extent that the Buyer or its applicable affiliate have the right to terminate its obligations under the UCB Acquisition Agreement or to decline to consummate the UCB Acquisition as a result of a breach of such representations in the UCB Acquisition Agreement (to such extent, the “UCB Specified Acquisition Agreement Representations”)), and each of the Specified Representations, shall be true and correct in all material respects (except in the case of any UCB Specified Acquisition Agreement Representation or Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); h. the consummation of the UCB Acquisition shall not result in (i) the assumption by any Loan Party of any Indebtedness other than Indebtedness permitted by Section 6.01 of the Existing Credit Agreement or (ii) the acquisition by any Loan Party of any asset or property subject to any Lien other than Permitted Liens; i. the Administrative Agent shall have received board (or equivalent governing body) resolutions and officer’s certificates substantially consistent with those delivered on the Closing Date; j. the Administrative Agent shall have received a certificate in substantially the form of Annex I to Exhibit B of the 2016 Incremental Term Loan Commitment Letter from a Financial Officer of Holdings certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreementmatters set forth therein; (iii) an initial 13-week cash flow projection (k. the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Administrative Agent shall have received evidence satisfactory to Agent, that upon such filings a certificate dated the First Amendment Effective Date and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses signed on behalf of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make Representative by a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment Responsible Officer, certifying on behalf of the Existing Extensions of Credit in the manner and in the order Borrowers that each condition set forth in Section 3.2 Sections 3(e) through (h) above has been satisfied on such date; and l. the Borrowers shall have paid (i) all the fees required to be paid on the First Amendment Effective Date pursuant to that certain Fee Letter, dated as of October 20, 2016 (the “First Amendment Fee Letter”), by and among OPC and CIT (and any other fee letter between OPC and any 2016 Incremental Term Loan Lender) and (ii) all expenses required to be paid on the First Amendment Effective Date pursuant to the 2016 Incremental Term Loan Commitment Letter, for which invoices have been presented at least three (3) Business Days prior to the First Amendment Effective Date, which amounts may be offset against the proceeds of the Credit Agreement2016 Incremental Term Loan.

Conditions. The effectiveness obligation of this Agreement shall Cogentrix GP and Cogentrix LP to make the contributions described in Section 3.2 are subject to the satisfaction of each of the following conditions precedent (except those conditions, if any, that may be conditioned upon the following:specifically waived in writing by Cogentrix GP or Cogentrix LP, as appropriate): (a) The following documents Loan Agreement, the Purchase Agreement and the Management and Marketing Agreement shall have been duly authorized and executed by the all parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered . An original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate copy of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Purchase Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower Management and its Domestic Subsidiaries dated Marketing Agreement and all documents and agreements executed or delivered in connection therewith shall have been delivered to Cogentrix GP and a copy thereof delivered to Cogentrix LP as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto soon as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsavailable. (b) All filings and recordations that are necessary conditions to perfect the security interests closing of the Banks Loan Agreement and the Purchase Agreement shall have occurred or been satisfied (other than evidence that the capital contributions described in Section 3.2 have been made) and all governmental consents, approvals, permits and licenses and other agreements, instruments and other deliveries which are required to be made by any party under the property pledged as collateral pursuant Loan Agreement or the Purchase Agreement at or prior to the various Security Documents initial funding or closing of the transactions contemplated by such agreement shall have been received delivered or received. A copy of all such deliveries required to be made by any party under the Agent Loan Agreement or the Purchase Agreement and other evidence of the closing of the Purchase Agreement and the Agent Loan Agreement shall have received evidence satisfactory be provided to Agent, that upon such filings Cogentrix GP and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawCogentrix LP. (c) Since September 15The following representations or warranties shall be true and correct in all respects, 2000and are hereby made to Cogentrix GP and Cogentrix LP by VF Delaware and VF as an inducement to their making capital contributions to the Partnership: (i) Each of VF and VF Delaware (A) is a limited liability company duly organized, no event validly existing and in good standing under the laws of the State of Delaware, the ownership of which is 99% by Agro Power and 1% by VF (in the case of VF Delaware) or 1% by VF Delaware (in the case of VF), (B) has hadfull power and authority and the legal right to incur the obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Management and Marketing Agreement. (ii) Neither the execution, delivery or performance by VF Delaware or VF of this Agreement or the Management and Marketing Agreement, nor compliance by it with the terms and provisions hereof or thereof, requires the consent or authorization of any other party (except such as have been duly obtained), or could reasonably be expected conflicts or will conflict with or result in a breach or violation of its charter documents or by-laws or any of the terms, conditions or provisions of any Requirement of Law applicable to haveit or its assets or business. (iii) It is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, a material adverse effect has occurredas amended. (iv) The representations and warranties, except as a previously disclosed if any, of VF Delaware or VF or any of their respective Affiliates in writing or pursuant to the AgentManagement and Marketing Agreement are true and correct as of the date hereof and are hereby deemed to be made to Cogentrix GP and Cogentrix LP, mutatis mutandis, as if fully set forth herein. (d) The Borrower following representations or warranties shall have paidbe true and correct in all respects, or otherwise reimbursed and are hereby made to VF Delaware and VF by Cogentrix GP and Cogentrix LP as an inducement to their making capital contributions to the Banks forPartnership: (i) Each of Cogentrix GP and Cogentrix LP (A) is a corporation duly organized, validly existing and in good standing under the outstanding fees and expenses laws of the Bank Financial Consultant State of Delaware, (B) has full power and authority and the Agent's legal counsel presented right to incur the Borrower up through obligations provided for in this Agreement, and (C) has taken all necessary action to authorize the date execution, delivery and performance of this Agreement. (eii) The Borrower shall make Neither the execution, delivery or performance by Cogentrix GP and Cogentrix LP of this Agreement, nor compliance by it with the terms and provisions hereof, requires the consent or authorization of any other party (except such as have been duly obtained), or conflicts or will conflict with or result in a prepayment to the Agent and the Banks in the amount breach or violation of $1,000,000.00 which shall be applied to the repayment its charter documents or by-laws or any of the Existing Extensions terms, conditions or provisions of Credit in any Requirement of Law applicable to it or its assets or business. (iii) It is not an "investment company" or a company "controlled" by an "investment company" within the manner and in the order set forth in Section 3.2 meaning of the Credit AgreementInvestment Company Act of 1940, as amended.

Conditions. The effectiveness of this This Agreement shall be conditioned upon effective on the followingfirst date (the “Incremental Closing Date”) on which each of the following conditions precedent set forth in this Section 5 have been satisfied: (a) The following documents This Agreement shall have been duly authorized and executed by the parties theretoIncremental Lender, shall be in full force and effect and no default shall exist thereunderthe Borrowers, the Guarantors and the Borrower Administrative Agent. (b) The Administrative Agent shall have delivered original counterparts thereof received, for distribution to the Agent: (i) this AgreementIncremental Lender, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the a certificate of the secretary or assistant secretary of the Borrower certifying as (or other officer reasonably acceptable to the incumbency and genuineness of the signature Administrative Agent) of each officer of such Person executing Loan Documents to which it is a party and Borrower dated the Incremental Closing Date, certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, that (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (Ci) attached thereto is truea true and complete copy of each Organizational Document (or its equivalent) of such Borrower certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (ii) there have been no changes to the Organizational Documents of such Borrower delivered to the Administrative Agent on the Closing Date, correct and (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors Managers of such Person Borrower establishing that all necessary organizational action on the part of such Borrower has been taken, authorizing the execution execution, delivery and delivery performance of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the contemplated to be entered into by such Borrower and its Domestic Subsidiaries dated as of November 8that such resolutions and other actions have not been modified, 2000 rescinded, supplemented, or amended and are in form full force and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable laweffect. (c) Since September 15The Administrative Agent shall have received, 2000, no event which has had, or could reasonably be expected for distribution to havethe Incremental Lender, a material adverse effect has occurred, except certificate as a previously disclosed in writing to the Agentgood standing of each Borrower as of a recent date, from the Secretary of State of the State of Delaware. (d) The Borrower Administrative Agent shall have paidreceived, or otherwise reimbursed for distribution to the Banks forIncremental Lender, the outstanding fees and expenses a certificate from an Authorized Officer of the Bank Financial Consultant Borrower Representative reasonably satisfactory to it certifying and the Agent's legal counsel presented demonstrating (a) as to the Borrower up through Borrowers’ Certifications in Section 7 hereof, and (b) that all of the date requirements set forth in Section 2.25 of this Agreementthe Credit Agreement have been satisfied with respect to the Incremental Facility, such certificate to be accompanied by calculations shown in reasonable detail to that effect. (e) The Borrower shall make a prepayment to the Administrative Agent and the Banks in Incremental Lender shall have received, on behalf of themselves, the amount other Agents, the Lenders and the Issuing Bank, a favorable written opinion of $1,000,000.00 which shall be applied Xxxxx Day, special counsel for the Credit Parties, (A) dated the Incremental Closing Date, (B) addressed to the repayment Agents, the Incremental Lender, the Issuing Bank and the Lenders and (C) covering such matters relating to this Agreement and the Credit Documents as the Administrative Agent shall reasonably request. (f) The Administrative Agent shall have received payment of (i) all fees due to it and the Incremental Lender, as separately agreed, (ii) reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Existing Extensions Incremental Lender incurred in connection with the entry into of Credit in the manner this Agreement and in the order set forth in (iii) all amounts due and payable under Section 3.2 10.2 of the Credit Agreement, including, reimbursement or payment of all out-of-pocket expenses that are specifically required to be paid on the Incremental Closing Date, in each case, to the extent invoiced at least two (2) Business Days prior to the Incremental Closing Date. (g) Solely to the extent specifically requested by the Incremental Lender at least three (3) Business Days prior to the Incremental Closing Date, the Incremental Lender shall have received at least one (1) Business Day prior to the Incremental Closing Date all documentation and other information required under Anti-Terrorism Laws and applicable “know-your-customer” and anti-money laundering Laws, including a Beneficial Ownership Certification. (h) The Administrative Agent shall have received, for distribution to the Incremental Lender, a Solvency Certificate duly executed and delivered by Parent, substantially in the form attached hereto as Exhibit A.

Conditions. The effectiveness obligations of this Agreement the Lenders to make Loans hereunder shall be conditioned upon not become effective until the following:date on which each of the following conditions is satisfied (or waived in accordance with Section 7.02): (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: received from each party hereto either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence satisfactory to the incumbency and genuineness Administrative Agent (which may include telecopy transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security ) that such party has signed a counterpart of this Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory a favorable written opinion (addressed to Agentthe Administrative Agent and the Lenders and dated the Effective Date) of in-house counsel for the Borrower, that upon substantially in the form of Exhibit B. The Borrower hereby requests such filings and recordations, counsel to deliver such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawopinion. (c) Since September 15, 2000, no event which has had, The Administrative Agent shall have received such documents and certificates as the Administrative Agent or could its counsel may reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing request relating to the Agentorganization, existence and, if applicable, good standing of the Borrower, the authorization of the Transactions and any other legal matters relating to the Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses representations of the Bank Financial Consultant Borrower set forth in Article III of this Agreement shall be true and the Agent's legal counsel presented to the Borrower up through correct on and as of the date of this Agreementsuch Borrowing. (e) At the time of and immediately after giving effect to such Borrowing no Default or Event of Default shall have occurred and be continuing. (f) The Borrower shall make a prepayment have delivered the Firm Public Offering Shares to the underwriters of the Borrower’s initial public offering within four (4) Business Days after the Master Agreement Closing Date. The Administrative Agent shall notify the Borrower and the Banks Lenders of the Effective Date, and such notices shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 7.02) at or prior to 3:00 p.m., New York City time, on June 11, 2004 (and, in the amount of $1,000,000.00 which event such conditions are not so satisfied or waived, the Commitments shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreementterminate at such time).

Conditions. The effectiveness of this Agreement shall be conditioned upon Amendment is subject to the followingsatisfaction of the following conditions on the Third Amendment Effective Date: a. the Administrative Agent (aor its counsel) The following documents shall have received from each of the Loan Parties party thereto a counterpart (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 (i) this Amendment signed by Holdings, the Borrowers, and each other Loan Party, (ii) deeds of acknowledgement, dated as of the Third Amendment Effective Date, for each of (x) the Cyprus Share Pledge and (y) the Cyprus Debenture, each signed by each Loan Party party thereto, (iii) an amendment and reaffirmation agreement, dated as of the Third Amendment Effective Date, referring to each of (w) the Hungarian Quota Pledge, (x) the Hungarian Account Pledge, (y) the Hungarian Rights Pledge and (z) the Hungarian Asset Pledge, signed by each Loan Party party thereto, (iv) each Promissory Note signed by the Borrowers (to the extent requested at least three Business Days prior to the Third Amendment Effective Date), (v) the Third Amendment Fee Letter (as defined below) signed by OPC, and (vi) each other Loan Document to be executed on the Third Amendment Effective Date signed by the Loan Parties party thereto; b. this Amendment shall have been duly authorized executed and executed delivered by (i) the parties theretoAdministrative Agent and (ii) each Lender, including each Existing Lender and each New Lender; c. the Administrative Agent shall be in full force and effect and no default shall exist thereunderhave received, on behalf of itself and the Borrower shall have delivered original counterparts thereof Lenders on the Third Amendment Effective Date, customary written legal opinions (A) dated the Third Amendment Effective Date, (B) addressed to the AgentAdministrative Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to this Amendment and all documents and instruments delivered in connection herewith as the Administrative Agent shall reasonably request, from each of: (i) this AgreementRopes & Xxxx LLP, duly executed and delivered by the Borrowerspecial counsel to Holdings, the Agent Borrowers and the Banks constituting Majority Banksother Loan Parties, with respect to U.S. law matters; (ii) Andrékó Kinstellar Ügyvédi Iroda, special Hungarian counsel to the certificate Administrative Agent, with respect to Hungarian law matters; and (iii) Xxxxx Xxxxxxxxx & Co LLC, special Cyprus counsel to the Administrative Agent, with respect to Cyprus law matters. d. the Administrative Agent shall have received the results of recent UCC (or similar), tax, judgment and intellectual property Lien searches with respect to each of the secretary or assistant secretary Loan Parties in each applicable jurisdiction; e. the Borrower Representative shall have delivered to the Administrative Agent a Borrowing Request pursuant to Section 2.03 of the Borrower Credit Agreement in connection with the funding of the Term Loans on the Third Amendment Effective Date; provided that, notwithstanding the deadline for delivery of such Borrowing Request set forth in clause (a) of Section 2.03 of the Credit Agreement, such Borrowing Request may be delivered no later than 1:00 p.m., two (2) Business Days prior to the Third Amendment Effective Date; f. Prior to or substantially concurrently with the funding of the Term Loans hereunder on the Third Amendment Effective Date, (i) the entire outstanding principal amount of the Subordinated Notes (as defined in the Existing Credit Agreement) and all interest, fees (including any prepayment fees), expenses and other obligations under the Subordinated Note Purchase Agreement (as defined in the Existing Credit Agreement), and (ii) the entire principal amount of the Designated PIK Notes and all interest, fees (including any prepayment fees), expenses and other obligations with respect thereto, in each case of (i) and (ii) above, will be indefeasibly paid, repaid, redeemed, defeased, discharged or terminated and any security interests, if any, and guaranties related thereto will be terminated and released (collectively, the “Third Amendment Debt Repayment”) and the Administrative Agent shall have received payoff letters reasonably satisfactory to it with respect to each such payment and termination. g. the representations and warranties in Section 4 hereof shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar term or qualification, in all respects) on and as of such date, provided that to the extent that a representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar term or qualification, in all respects) as of such date or period, as the case may be; h. at the time of and immediately after giving effect to the effectiveness of this Amendment, no Default or Event of Default shall have occurred; i. the Administrative Agent shall have received board (or equivalent governing body) resolutions and officer’s certificates substantially consistent with those delivered on the Closing Date; j. the Administrative Agent shall have received a certificate as to solvency, in substantially the form of Exhibit I to the Credit Agreement (but referring to this Amendment and the transaction contemplated thereby, rather than the Transactions) from a Financial Officer of Holdings certifying as to the incumbency and genuineness matters set forth therein as of the signature Third Amendment Effective Date, after giving effect to this Amendment, including the borrowing of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement Term Loans and the docHarbor Security Agreementuse of proceeds thereof; (iii) an initial 13-week cash flow projection (k. there shall be no order, injunction or decree of any Governmental Authority restraining or prohibiting this Amendment or any of the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit Itransactions contemplated hereby; (iv) the docHarbor Budget l. there shall not exist any material action, suit, investigation, litigation or proceeding pending or overtly threatened in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations any court or before any arbitrator or Governmental Authority that are necessary to perfect the security interests challenges any of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to AgentLoan Documents, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has hadincluding this Amendment, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses any of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.transactions contemplated hereby;

Conditions. The effectiveness of indemnifying Party’s obligations under this Agreement Section 8 (Indemnification for Third Party Claims) shall be conditioned upon and subject to the following: indemnified parties (i.e., the Provider Indemnitees or the University Indemnitees, as the case may be): (a) The following documents notifying the indemnifying Party promptly in writing of any Claim of which an indemnified party becomes aware, provided, that the failure to provide such notice shall have been duly authorized not relieve the indemnifying Party from its obligations hereunder, except to the extent of any material prejudice to the indemnifying Party as a direct result of such failure; (b) offering the indemnifying Party sole authority to control fully, at the indemnifying Party’s expense with counsel of its choice, the defense and executed by the parties theretosettlement of any Claim; provided, that any Claim of a regulatory nature or involving any Educational Agency shall be in full force under the mutual control of University and effect Provider and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof subject to the Agent: Section 15 (iDuty to Cooperate) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, it being understood that the docHarbor Pledge Agreement primary communications with the Educational Agency shall be through University (although Provider may be present at or participate in such discussions in its discretion and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as University will provide reasonable prior written notice to Provider of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Bankssuch discussions); and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15having the right, 2000at the indemnified parties’ cost and expense, no event which has hadto participate in the defense of such Claim using legal counsel of its or their own choosing, provided, that such participation shall not reduce or could reasonably be expected to have, a material adverse effect has occurred, except impact the indemnifying Party’s control of the defense and settlement as a previously disclosed in writing to the Agent. provided herein; and (d) The Borrower furnishing all reasonable cooperation and assistance requested by the indemnifying Party in accordance with Section 15 (Duty to Cooperate) below. Notwithstanding anything to the contrary contained in this Section 8 (Indemnification for Third Party Claims), if, within fifteen (15) days following receipt by the indemnifying Party of notice of a Claim pursuant to subpart (a) of the preceding sentence, the indemnifying Party fails to provide written notice to the indemnified parties of the indemnifying Party’s intention to assume the defense of such Claim, then each indemnified party shall have paidthe right to assume the sole control of the defense of such Claim by counsel of its choice, or otherwise reimbursed in which event if the Banks forClaim is in fact a Claim for which the indemnifying Party was obligated to defend, indemnify and hold harmless the indemnified parties, the outstanding indemnifying Party shall indemnify any such indemnified party for all reasonable attorneys’ fees and expenses costs incurred by such indemnified party in connection with such defense and such reimbursement of attorneys’ fees shall be in addition to the indemnification for other amounts sought hereunder in connection with such Claim. For the avoidance of doubt, neither Party may settle a Claim without the prior written consent of the Bank Financial Consultant and the Agent's legal counsel presented other Party, such consent not to the Borrower up through the date of this Agreementbe unreasonably withheld, delayed or conditioned. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by the parties thereto, warranties contained herein shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate accurate as of the secretary or assistant secretary date of delivery of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsPreferred Securities. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents The Purchaser shall have been received sold securities issued by it in such an amount that the Agent net proceeds therefrom shall be available on the Closing Date and shall be sufficient to purchase the Agent shall have received evidence satisfactory Preferred Securities and all other preferred securities contemplated in agreements similar to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawthis Agreement. (c) Since September 15Counsel for the Company and the Trust (the “Company Counsel”), 2000shall have delivered an opinion, no event dated the Closing Date, addressed to the Purchaser, Taberna Capital Management, LLC and its successors and assigns and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A-I hereto and (ii) the Company shall have furnished to the Purchaser the opinion of the Company’s General Counsel or a certificate signed by the Company’s Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which has hadthey are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Company Counsel is not admitted to practice in the State of New York, the opinion of the Company Counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or could reasonably be expected that they are otherwise subject to, any treatise, written policy or other document relating to havelegal opinions, a material adverse effect has occurredincluding, except as a previously disclosed in writing to without limitation, the AgentLegal Opinion Accord of the ABA Section of Business Law (1991). (d) The Borrower Purchaser shall have paidbeen furnished the opinion of Xxxxx Raysman Xxxxxxxxx Xxxxxx & Xxxxxxx LLP, or otherwise reimbursed special tax counsel for the Banks forPurchaser, dated the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented Closing Date, addressed to the Borrower up through Purchaser and its successors and assigns and JPMorgan Chase Bank, National Association, in substantially the date of this Agreementform set out in Annex B hereto. (e) The Borrower Purchaser shall make a prepayment have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Agent Purchaser and its successors and assigns, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Banks Company, in substantially the form set out in Annex C hereto. (f) The Purchaser shall have received the opinion of Gardere Xxxxx Xxxxxx LLP, special counsel for the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser and its successors and assigns, in substantially the form set out in Annex D hereto. (g) The Purchaser shall have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser and its successors and assigns and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex E hereto. (h) The Company shall have furnished to the Purchaser a certificate of the Company, signed by the Chief Executive Officer, President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, and, in the amount case of $1,000,000.00 the Company, as to (i) and (ii) below and, in the case of the Trust, as to (i) below. (i) the representations and warranties in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since March 31, 2006 (the date of the latest Financial Statements), there has been no material adverse change in the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business (a “Material Adverse Change”). (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser’s judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be applied given to the repayment Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 Trust or any officer of the Credit AgreementCompany and delivered to the Purchaser or the Purchaser’s counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Trust and/or the Company, as the case may be, and not by such trustee or officer in any individual capacity.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingfirst date (the “2017 Refinancing Effective Date”) when each of the following conditions shall have been satisfied: (a) The the Administrative Agent shall have received from each Loan Party, the Replacement Revolving Facility Lenders, the Refinancing Term Lender (which, immediately following documents the effectiveness hereof, constitute the Required Lenders) and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the representations and warranties set forth in Section 5 above shall be true and correct as of the 2017 Refinancing Effective Date; (c) the Administrative Agent shall have received a certificate, dated the 2017 Refinancing Effective Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 5 above; (d) a Borrowing Request relating to the Refinancing Term Loans and a prepayment notice relating to the Term B Loan Repayment Amounts shall have been duly authorized and executed by delivered in accordance with Section 2.10(d) of the parties theretoCredit Agreement; (e) the Administrative Agent shall have received, shall be in full force and effect and no default shall exist thereunderon behalf of itself, the Replacement Revolving Facility Lenders, and the Borrower shall have delivered original counterparts thereof to the Agent: Refinancing Term Lender, a favorable written opinion from each of (i) this AgreementXxxxxxx & Xxxxx LLP, duly executed special counsel for the Loan Parties and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) Xxxxxx, Xxxxx & Bockius, LLP, New York counsel for the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of Loan Parties, in each officer of such Person executing Loan Documents to which it is a party and certifying that: case (A) dated as of the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent2017 Refinancing Effective Date, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered addressed to the Administrative Agent, the Replacement Revolving Facility Lenders and the Refinancing Term Lender and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance reasonably satisfactory to the Administrative Agent and Majority Banks attached hereto covering such other matters relating to this Agreement as Exhibit Ithe Administrative Agent shall reasonably request; (ivf) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Administrative Agent shall have received evidence satisfactory board resolutions and other customary closing certificates and documentation consistent with those delivered on the Third Amendment Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to Agent, assure that upon such filings the Replacement Revolving Facility and recordations, such security interests constitute valid the Refinancing Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law.Term B Loans; (cg) Since September 15the Administrative Agent shall have received, 2000for the account of the Refinancing Term Lender, no event which has hadan amount equal to 0.10% of the aggregate principal amount of the Refinancing Term Loans held by the Refinancing Term Lender as of the 2017 Refinancing Effective Date, or could reasonably with such payment to be expected to haveearned by, a material adverse effect has occurred, except as a previously disclosed in writing and payable to the Agent. Refinancing Term Lender on the 2017 Refinancing Effective Date (d) The Borrower shall have paid, or otherwise reimbursed which may be offset against the Banks for, the outstanding fees and expenses proceeds of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement.Term B Loan Refinancing); (e) The Borrower all principal, interest and fees outstanding on the 2017 Refinancing Effective Date shall make a prepayment have been paid in full to the Administrative Agent and for the Banks in the amount of $1,000,000.00 which shall be applied to the repayment account of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.existing Revolving Facility Lenders;

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingfirst date (the “2017 Refinancing Effective Date”) when each of the following conditions shall have been satisfied: (a) The following documents the Administrative Agent (or its counsel) shall have been duly authorized and executed by received from each Loan Party, the parties thereto, shall be in full force and effect and no default shall exist thereunder, Refinancing Term Lender and the Borrower shall have delivered original counterparts thereof to the Agent: Administrative Agent (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence reasonably satisfactory to the incumbency and genuineness Administrative Agent (which may include facsimile or electronic transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security ) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent shall have received (i) any required notice of prepayment of Term B Loans pursuant to Section 2.10(d) of the Credit Agreement and (ii) any required notice of borrowing of Refinancing Term Loans pursuant to Section 2.03 of the Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance with the time periods specified in Sections 2.10(d) and 2.03, as applicable, of the Credit Agreement or such shorter period as the Administrative Agent may agree; (c) the representations and warranties set forth in Section 4 above shall be true and correct as of the date hereof; (d) the Administrative Agent shall have received a certificate, dated the 2017 Refinancing Effective Date and executed by a Responsible Officer of the Borrower, confirming the accuracy of the representations and warranties set forth in Section 4 above; (e) the Administrative Agent shall have received, on behalf of itself and the Refinancing Term Lender, a favorable written opinion of (A) Wachtell, Lipton, Xxxxx & Xxxx, as New York and Delaware special counsel for the Loan Parties and (B) McGuireWoods LLP, as Florida and Georgia counsel for the Loan Parties, in each case (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Refinancing Term Lender and (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance reasonably satisfactory to the Administrative Agent and Majority Banks attached hereto covering such other matters relating to this Agreement as Exhibit Ithe Administrative Agent shall reasonably request; (ivf) the docHarbor Budget in form Administrative Agent shall have received customary closing certificates and substance satisfactory documentation consistent with those delivered on the Closing Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Refinancing Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility Loans; (g) the payment of the Term B Loan Repayment Amount by the Borrowers to the Administrative Agent and Majority Banksfor the accounts of the existing Term B Lenders, as a voluntary prepayment in full of the Term B Loans outstanding on the 2017 Refinancing Effective Date, shall occur simultaneously with the Borrowing of such Refinancing Term Loans; and (vh) such other documentsany fees and reasonable out-of-pocket expenses (including reasonable fees, certificates charges and instruments as disbursements of Xxxxxx & Xxxxxxx LLP) owing by the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant Borrower to the various Security Documents Administrative Agent and invoiced prior to the date hereof shall have been received by paid in full (in the Agent case of any such fees and reasonable out-of-pocket expenses incurred in connection with this Agreement or the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens thereinTerm B Loan Financing, subject only to Permitted Liens entitled to priority under applicable lawany agreed-upon limits contained in any letter agreement with the Administrative Agent or its affiliates entered into in connection with this Agreement or the Term B Loan Refinancing). (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness obligations and liabilities of Infonet to a person or entity seeking indemnification (an "Indemnified Party") under this Closing Agreement with respect to claims resulting from the assertion of liability by third parties shall be conditioned upon subject to the followingfollowing conditions: (a) a. The following documents Indemnified Party shall give written notice to Infonet of the nature of the assertion of liability by a third party and the amount thereof promptly after the Indemnified Party learns of such assertion. The Indemnified Party also shall give written notice to Infonet of any assertion of liability made by it against GSI and shall provide Infonet with a copy of such assertion. The foregoing notwithstanding, failure of an Indemnified Party to comply with its obligations under this Section 8 shall affect its right to indemnity only to the extent Infonet demonstrates actual damage caused by such failure. b. If any Action is brought by a third party against an Indemnified Party, the Action shall be defended by Infonet and such defense shall include all appeals or reviews which counsel for Infonet shall deem appropriate. Until Infonet shall have been duly authorized and executed assumed the defense of any such Action, or if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to the Indemnified Party that are different from or in addition to those available to Infonet (in which case Infonet shall not be entitled to assume the defense of such Action), all legal or other expenses reasonably incurred by the parties thereto, Indemnified Party shall be in full force borne by Infonet and effect shall be repaid to Infonet by the Indemnified Party if it is finally determined that Infonet was not liable or responsible for the claim underlying the Action. c. In any Action initiated by a third party and no default shall exist thereunderdefended by Infonet, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreementthe Indemnified Party shall have the right to be represented by advisory counsel and accountants, duly executed and delivered by the Borrowerat its own expense, the Agent and the Banks constituting Majority Banks; (ii) Infonet shall keep the certificate of the secretary or assistant secretary of the Borrower certifying Indemnified Party fully informed as to the incumbency and genuineness of the signature of each officer status of such Person executing Loan Documents to which it Action at all stages thereof, whether or not the Indemnified Party is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedrepresented by its own counsel, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower Indemnified Party shall make available to Infonet, and its Domestic Subsidiaries dated as attorneys and accountants, all books and records of November 8the Indemnified Party relating to such Action, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form parties shall render to each other such assistance (including, without limitation, as contemplated by Section 4.6 of the Acquisition Agreement) as may be reasonably required for the proper and substance satisfactory to the Agent and Majority Banks; and (v) adequate defense of such other documents, certificates and instruments as the Agent reasonably requestsAction. (b) All filings d. In any Action initiated by a third party and recordations that are necessary to perfect defended by Infonet, Infonet shall not make any settlement of any claim without the security interests written consent of the Banks in Indemnified Party, which consent shall not be unreasonably withheld or delayed. Without limiting the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses generality of the Bank Financial Consultant and foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Agent's legal counsel presented to the Borrower up through the date of this AgreementIndemnified Party or its assets, employees or business. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness This Agreement and the obligation of this Agreement the Incremental Class A Revolving Lender to provide the Incremental Class A Revolving Commitment shall be conditioned upon become effective as of the followingdate (the “Incremental Effective Date”) on which each of the following conditions precedent shall have been met: (a) The following documents the Administrative Agent (or its counsel) shall have been duly authorized and executed by received from each of the parties theretoParent Borrower, shall be in full force and effect and no default shall exist thereunderHoldings, each other Loan Party and the Borrower shall have delivered original counterparts thereof to the Agent: Incremental Class A Revolving Lender either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence satisfactory to the incumbency and genuineness Administrative Agent (which may include facsimile or other electronic transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security ) that such party has signed a counterpart of this Agreement; (iiib) an initial 13-week cash flow projection (each of the "Initial Cash Flow Projection"conditions set forth in Section 2.21(c) for of the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit ICredit Agreement shall have been satisfied; (ivc) the docHarbor Budget in form and substance satisfactory Administrative Agent shall have received a favorable written legal opinion of Xxxxxx Xxxxxx & Xxxxxxx LLP (addressed to the Administrative Agent and Majority Banksthe Lenders and dated the Incremental Effective Date) and documents and certificates relating to the organization, existence and good standing of each Loan Party, the authorization of this Agreement and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Agreement or the transactions contemplated hereby as the Administrative Agent or the Incremental Class A Revolving Lender (or their respective counsel) may reasonably request, in each case, consistent with those delivered on the Effective Date pursuant to Section 4.01 of the Credit Agreement; and (vd) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Administrative Agent shall have received evidence satisfactory to Agent, that upon such filings all fees and recordations, such security interests constitute valid other amounts due and perfected first priority security interests payable in connection with this Agreement and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, the Credit Agreement on or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing prior to the Agent. (d) The Borrower shall have paidIncremental Effective Date, or otherwise reimbursed the Banks forincluding, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date extent invoiced, reimbursement or payment of this Agreementall out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness agreement of this the Lender contained in Clause 3 (Agreement of the Lender) shall be conditioned upon expressly subject to the following: (a) The following documents condition that the Lender shall have been duly authorized and executed by received on or before the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 Effective Date in form and substance satisfactory to the Agent Lender and Majority Banks attached hereto its legal advisers: a. a duly certified true copy of the Articles of Incorporation and/or of any other constitutional documents, as Exhibit Ithe case may be, of the New Corporate Guarantor and of any corporate shareholder thereof; (iv) the docHarbor Budget in form and substance satisfactory b. a statement to the Agent Lender confirming the identity of the Beneficial Shareholder(s) of the New Corporate Guarantor in line with “know your customer” procedures of the Lender for opening account purposes, who should be acceptable in all respects to the Lender; c. a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of the New Corporate Guarantor; d. a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrowers and Majority Banksthe other corporate Security Parties; e. a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them; f. certified and duly legalised copies of resolutions duly passed by the Board of Directors, or the Sole Director as the case may be, of each of the Borrowers and the other Security Parties and certified and duly legalised copies of the resolutions passed at a meeting of the shareholders of each of the Borrowers evidencing approval of this Supplemental Agreement and each of the New Transaction Documents to which the relevant Security Party is or is to be a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender; g. all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement evidencing approval of this Supplemental Agreement and each of the New Transaction Documents and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender; h. the original of any power(s) of attorney issued in favour of any person executing this Supplemental Agreement and each of the New Transaction Documents; i. any and all documents evidencing the transfer of the entire stock of the Borrowers from the Existing Corporate Guarantor to the New Corporate Guarantor and any other evidence that each of the Borrowers is a fully owned Subsidiary of the New Corporate Guarantor; j. all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement and the New Transaction Documents; k. such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors in this Supplemental Agreement and the New Transaction Documents as the Lender shall require; l. the New Transaction Documents duly executed by the respective parties thereto; and m. evidence that the fees referred to in Clause 9.1 (vArrangement fee) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawpaid in full. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness This Amendment shall become effective on the date of this Agreement shall be conditioned upon satisfaction of the following:following conditions precedent (such date, the “Amendment Effective Date”): (a) The following documents Administrative Agent shall have been duly authorized and executed by the parties theretoreceived sufficient copies of this Amendment, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrowereach applicable Credit Party, the Administrative Agent and the Banks constituting Majority Banks;each Lender. (iib) The Administrative Agent and the certificate Lenders and their respective counsel shall have received originally executed copies of the secretary or assistant secretary favorable written opinion of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedXxxxx & Xxxxxxx LLP, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") counsel for the Borrower and its Domestic Subsidiaries dated as of November 8Credit Parties, 2000 in form and substance satisfactory to the Administrative Agent, dated as of the Amendment Effective Date (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and Majority Banks attached hereto the Lenders). (c) The Administrative Agent shall have received (i) copies of each Organizational Document for each Credit Party, certified as Exhibit I; of a recent date prior to the Amendment Effective Date by the appropriate governmental official or, as applicable, by an officer of such Credit Party, (ii) signature and incumbency certificates of the officers of each Credit Party executing the Credit Documents to which it is a party, (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the other Credit Documents to which it is a party, certified as of the Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment, (iv) a good standing certificate from the docHarbor Budget applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in form each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Amendment Effective Date, and (v) such other documents as the Administrative Agent may reasonably request. (d) On the Amendment Effective Date, the Administrative Agent shall have received a Solvency Certificate from the chief financial officer of Holdings, dated as of the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form, scope and substance satisfactory to the Agent Administrative Agent, with appropriate attachments and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations demonstrating that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant after giving effect to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks forTransactions, the outstanding fees Company is and expenses of the Bank Financial Consultant will be, and the Agent's legal counsel presented to the Borrower up through the date of this AgreementHoldings and its Subsidiaries (on a consolidated basis) are and will be, Solvent. (e) The Borrower terms of the Asset Purchase Agreement, dated June 15, 2016, among Delta, Xxxxx Xxxx Xxxxxx Family Trust Dated 12/31/98, Dejana Truck & Utility Equipment Company, Inc. and Xxxxxx Xxxxxx (as appointed agent) (including all exhibits, schedules, annexes and other attachments thereto and other agreements related thereto) (the “Purchase Agreement”) and all related documents shall make a prepayment be reasonably satisfactory to the Arrangers. The acquisition of assets pursuant to the Purchase Agreement (the “Asset Purchase”) shall be consummated pursuant to the Purchase Agreement, substantially concurrently with the Amendment Effective Date, and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests of the Lenders without the prior written consent of the Administrative Agent. (f) The Administrative Agent shall have received, at least five (5) Business Days in advance of the Amendment Effective Date, all documentation and other information required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001. (g) All fees, expenses and other amounts due and payable to the Agents and the Banks Lenders on the Amendment Effective Date shall have been paid. (h) The Administrative Agent shall be satisfied with the valid perfected First Priority security interest in favor of Collateral Agent, for the benefit of the Secured Parties, in the amount of $1,000,000.00 which ABL Priority Collateral (including any assets to be acquired through the Asset Purchase that would constitute ABL Priority Collateral once acquired). (i) The Purchase Agreement Representations (as defined below) and the Specified Representations (as defined below) shall be applied to the repayment of the Existing Extensions of Credit true and correct in the manner all material respects (unless qualified by materiality, in which case they shall be true and correct in the order set forth in Section 3.2 of the Credit Agreementall respects).

Conditions. The effectiveness obligations of this Agreement the Lenders to make Loans hereunder shall be conditioned upon not become effective until each of the following:following conditions has been satisfied (or waived in accordance with Section 9.02): (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: received from each party hereto either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence satisfactory to the incumbency and genuineness Administrative Agent (which may include telecopy transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security ) that such party has signed a counterpart of this Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings The Administrative Agent shall have received the favorable written opinions (addressed to the Administrative Agent and recordations that are necessary the Lenders and dated the date hereof) of (i) Bingham McCutchen LLP, counsel for the Company, substantially xx xxx fxxx xx Xxhibit C-1 and (ii) Mark T. Beaudouin, Vice President, General Counsel and Secretaxx xx xxx Xxxxxxx, substantially in the form of Exhibit C-2. Each Loan Party hereby requests such counsel to perfect deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the security interests Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of the Banks Loan Parties and the authorization of the Transactions, all in the property pledged as collateral pursuant form and substance reasonably satisfactory to the various Security Documents Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the date hereof and signed by the chief financial officer of the Company, confirming that the conditions set forth in paragraphs (f), (g) and (h) of this Article have been satisfied. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent an invoice with respect thereto shall have been received by the Agent and Company, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority Company hereunder or under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.any other Loan

Conditions. The effectiveness a) This agreement will become effective as provided on the signature page, and the Producer, by accepting this agreement, xxxxxx agrees for Producer, assigns and successors in interest, to faithfully perform all terms and conditions hereunder. b) This agreement supersedes any and all previous brokerage agreements, including any amendments thereto, whether oral or written, between Specialty Brokerage and Producer. Upon execution of this Brokerage Agreement, the terms hereof shall apply to all coverages then in effect or which may thereafter be affected by Specialty Brokerage for Producer. c) This agreement shall not inure to the benefit of any successor in interest of Producer nor may any interest under this agreement be assigned by Producer without the prior written consent of Specialty Brokerage. Producer shall promptly notify Specialty Brokerage of any change in the ownership of the Producer, including stock ownership if Producer is a corporation. d) Expenses incurred by either party in the performance of its duties under this agreement shall be paid by the party incurring the same. e) Each party agrees not to disseminate nor cause to be disseminated any advertising or promotional material, making reference to or using the name, or service mark of the other party, except with the prior written approval of the other party. f) Specialty Brokerage assumes no responsibility or liability for any rehabilitation proceedings or insolvency proceeding of any insurance carrier or carriers with which Specialty Brokerage may have placed Producer’s business. Any such rehabilitation or insolvency proceedings shall not relieve or alter the Producer’s obligation under this agreement or under any applicable law. g) Any unused forms, applications and other unused Specialty Brokerage supplies furnished to Producer shall always remain Specialty Brokerage’s property and shall be accounted for and returned by Producer to Specialty Brokerage upon Specialty Brokerage’s demand. h) This Brokerage Agreement shall be conditioned upon interpreted and enforced in accordance with the following:laws of the State of Ohio. (ai) The following documents failure of Specialty Brokerage to enforce the terms, covenants and provisions of this Brokerage Agreement shall have been duly authorized and executed by not be deemed a waiver thereof. j) In the parties theretoevent any provision of this Brokerage Agreement is ruled void or unenforceable for any reason, the remainder of this Brokerage Agreement, at Specialty Brokerage’s option, shall be remain in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestseffect. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement shall be conditioned upon On the followingRestatement Date: (a) The following documents Administrative Agent shall have been duly authorized received, on behalf of itself and executed by the parties theretoLenders, a favorable written opinion of (i) Xxxxx Xxxxxxxxxx LLP, counsel for the Borrower and other Loan Parties, substantially to the effect set forth in Exhibit J-1 and (ii) Blank Rome LLP Pennsylvania local counsel for the Administrative Agent, substantially to the effect set forth in Exhibit J-2, each (A) dated the Restatement Date, (B) addressed to the Administrative Agent, the Arranger, the Syndication Agent and the Lenders and (C) covering such matters relating to the Loan Documents and the Transactions as the Arranger or the Administrative Agent shall be in full force reasonably request and effect and no default shall exist thereunderwhich are customary for transactions of the type contemplated herein, and the Borrower and the other Loan Parties hereby request such counsel to deliver such opinion. (b) The Administrative Agent shall have delivered original counterparts thereof to the Agent: received (i) this Agreementa copy of the certificate or articles of incorporation or other formation documents, duly executed including all amendments thereto, of the Pledgor and delivered of each Loan Party, certified as of a recent date by the BorrowerSecretary of State of the state of its organization, and a certificate as to the Agent good standing of the Pledgor and the Banks constituting Majority Banks; of each Loan Party as of a recent date, from such Secretary of State; (ii) the a certificate of the secretary Secretary or assistant secretary Assistant Secretary of the Borrower certifying as to the incumbency Pledgor and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party Party dated the Restatement Date and certifying that: (A) that attached thereto is a true and complete copy of the articles of incorporation LLC Agreement of such Person have not been amendedPledgor or Loan Party, modified or repealed as applicable, as in effect on the Restatement Date and at all times since a date prior to the date delivered to of the Agentresolutions described in clause (B) below, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) that attached thereto is true, correct a true and complete copy of resolutions duly adopted by the Board of Directors members of such Person Pledgor or Loan Party, as applicable, authorizing the execution execution, delivery and delivery performance of the Loan Documents to which such person is a party, in the case of the Borrower, the borrowings hereunder, in the case of each Pledgor or Loan Party, as applicable, the granting of the Liens contemplated to be granted by it under the Security Documents and, in the case of each Subsidiary Guarantor, if any, the Guaranteeing of the Obligations as contemplated by the Guarantee and Collateral Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of such Pledgor or Loan Party, as applicable, 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 any Loan Document or any other document delivered in connection herewith on behalf of such Pledgor or Loan Party, as applicable; (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), which shall be incorporated in the certificate of the Secretary or Assistant Secretary noted above; and (iv) such other documents as the Administrative Agent, the Arranger or the Lenders may reasonably request. (c) The Administrative Agent shall have received a certificate, dated the Restatement Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (p) and (q) of this Section. (d) The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of each of the docHarbor Pledge Agreement Borrower, (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each of the docHarbor Security Agreement; Borrower and each Subsidiary Guarantor, (iii) an initial 13-week cash flow projection the Pledge and Security Agreement executed by the parties thereto, (iv) the "Initial Cash Flow Projection"Intercreditor Agreement executed by the parties thereto, (v) for the Lien Subordination Agreement executed by the parties thereto (including a joinder thereto executed by U.S. Bank National Association, the Collateral Agent and the Second Lien Collateral Agent), (vi) if requested by any Lender pursuant to Section 2.04, a promissory note or notes conforming to the requirements of such Section and executed and delivered by a duly authorized officer of the Borrower and (vii) a Lender Addendum executed and delivered by each Lender and accepted by the Borrower. (e) The Borrower and the Pledgor shall have executed and delivered the Omnibus Reaffirmation Agreement, pursuant to which the Borrower shall have reaffirmed its Domestic grant to the Collateral Agent, for the ratable benefit of the Secured Parties, of first priority perfected Liens on the Collateral (subject to, in the case of all Collateral other than Pledged Collateral, only to Permitted Liens and, in the case of Pledged Collateral other than the Equity Interests in the Borrower to non-consensual Permitted Liens), subject, in each case, to any applicable filing or recording requirements. The Pledged Collateral shall have been duly and validly pledged under the Guarantee and Collateral Agreement or the Pledge and Security Agreement, as applicable, to the Collateral Agent, for the ratable benefit of the Secured Parties, and certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent. (f) The Collateral Agent shall have received a duly executed Perfection Certificate dated on or prior to the Restatement Date. The Collateral Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect to the Pledgor, the Borrower and those of the Subsidiaries dated that shall be Subsidiary Guarantors or shall otherwise have assets that are included in the Collateral, and such search shall reveal no Liens on any of the assets of the Borrower or any of such Subsidiaries except, in the case of Collateral other than Pledged Collateral, for Permitted Liens and except for Liens to be discharged on or prior to the Restatement Date pursuant to documentation reasonably satisfactory to the Collateral Agent. (g) After giving effect to the Transactions and the other transactions contemplated hereby, the Borrower shall have outstanding no Indebtedness or preferred stock other than (i) the Term Loans, (ii) the Second Lien Term Loans and (iii) other limited Indebtedness satisfactory to the Arranger and the Administrative Agent and set forth on Schedule 6.01(a). (h) The Arranger and the Administrative Agent shall have received unaudited financial statements of the Borrower for the fiscal year ending December 31, 2005 and the fiscal quarter ending March 31, 2006. (i) The Arranger and the Administrative Agent shall have received projections of the Borrower for the years 2006 through 2009, in form and substance reasonably satisfactory to the Administrative Agent. (j) The Arranger and the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower certifying that the Borrower is solvent, after giving effect to the Transactions and the other transactions contemplated hereby (as measured by the tests described in Section 3.23). (k) All governmental and (to the extent such consent could be material) third party consents and approvals with respect to the Transactions to the extent required shall have been obtained, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that could reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. (l) The Arranger and the Administrative Agent shall have received, at least three Business Days prior to the Restatement Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (m) The Administrative Agent shall have received (and shall provide to each of the Arranger and the Collateral Agent where appropriate) evidence that insurance required by Section 5.02 is in effect including the receipt of the insurance certificates required by the Guarantee and Collateral Agreement; such certificates shall name the Collateral Agent as the loss payee for the benefit of the Secured Parties, their successors and assigns. (n) The Borrower shall have paid (a) to the Arranger and the Administrative Agent any and all fees and expenses thereof that are due and owing as of November 8the Restatement Date in connection with the Transactions and (b) to each lender under the Original First Lien Credit Agreement, 2000 a prepayment fee equal such lender’s percentage of the outstanding principal amount of the loans under the Original First Lien Credit Agreement multiplied by $625,000. (o) The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03). (p) The representations and warranties set forth in each Loan Document shall be true and correct in all material respects on and as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date. (q) At the time of and immediately after the Restatement Date, no Default or Event of Default shall have occurred and be continuing. (r) The Administrative Agent shall have received a date-down endorsement to the Original Title Policy, which endorsement shall provide for insurance, effective as of the Restatement Date, and shall otherwise be in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I;Administrative Agent. (ivs) The Administrative Agent shall have received a copy of an order issued by FERC authorizing Borrower to sell electricity at market-based rates. (t) The Administrative Agent shall have received reasonably satisfactory evidence that all potable water, sewer, telephone, electric and all other utility services necessary for the docHarbor Budget ownership, operation and maintenance of the Project are either contracted for, or readily available on commercially reasonable terms, at the Project. (u) The Administrative Agent shall have received a copy of the Survey and such Survey shall be in form and substance reasonably satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Administrative Agent. (dv) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses received proceeds of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks Second Lien Term Loans in the amount of $1,000,000.00 which 50,000,000 and shall be have applied $25,000,000 of such proceeds to reduce the repayment of principal amount outstanding under the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Original First Lien Credit Agreement.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective on the following:date of satisfaction of the following conditions precedent (such date, the “Incremental Effective Date”): (a) The following documents Administrative Agent shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) received sufficient copies of this Agreement, duly executed and delivered by the Borrowereach applicable Credit Party, the Agent Administrative Agent, the Incremental Lenders and the Banks constituting Majority Banks;Requisite Lenders. (iib) The Administrative Agent, the certificate Incremental Lenders, the Lenders and their respective counsel shall have received originally executed copies of the secretary or assistant secretary favorable written opinion of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedXxxxx & Xxxxxxx LLP, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") counsel for the Borrower and its Domestic Subsidiaries dated as of November 8Credit Parties, 2000 in form and substance satisfactory to the Administrative Agent, dated as of the Incremental Effective Date (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent, the Incremental Lenders and the Lenders). (c) The Administrative Agent shall have received (i) copies of each Organizational Document for each Credit Party, certified as of a recent date prior to the Incremental Effective Date by the appropriate governmental official or, as applicable, by an officer of such Credit Party, (ii) signature and Majority Banks attached hereto incumbency certificates of the officers of each Credit Party executing the Credit Documents to which it is a party, (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, certified as Exhibit I; of the Incremental Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment, (iv) a good standing certificate from the docHarbor Budget applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in form each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Incremental Effective Date, and (v) such other documents as the Administrative Agent may reasonably request. (d) On the Incremental Effective Date, the Administrative Agent shall have received a Solvency Certificate from the chief financial officer of Holdings, dated as of the Incremental Effective Date and addressed to the Administrative Agent, the Incremental Lenders and the Lenders, in form, scope and substance satisfactory to the Agent Administrative Agent, with appropriate attachments and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations demonstrating that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant after giving effect to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks forTransactions, the outstanding fees Borrower is and expenses of the Bank Financial Consultant will be, and the Agent's legal counsel presented to the Borrower up through the date of this AgreementHoldings and its Subsidiaries (on a consolidated basis) are and will be, Solvent. (e) The terms of the Asset Purchase Agreement, dated June 15, 2016, among Acquisition Delta, Xxxxx Xxxx Xxxxxx Family Trust Dated 12/31/98, Dejana Truck & Utility Equipment Company, Inc. and Xxxxxx Xxxxxx (as appointed agent) (including all exhibits, schedules, annexes and other attachments thereto and other agreements related thereto) (the “Purchase Agreement”) and all related documents shall be reasonably satisfactory to the Arrangers. The acquisition of assets pursuant to the Purchase Agreement (the “Asset Purchase”) shall be consummated pursuant to the Purchase Agreement, substantially concurrently with the initial funding of the Incremental Term Loans, and no provision thereof shall have been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to the interests of the Incremental Lenders or the Arrangers without the prior written consent of the Arrangers. (f) On the Incremental Effective Date, after giving effect to the Transactions, none of Holdings, the Borrower or any of the Subsidiaries of the Borrower shall make a prepayment have any material indebtedness for borrowed money other than Indebtedness outstanding under the Term Loan Credit Agreement and Indebtedness outstanding under the Revolving Credit Documents. (g) The drawing of the Incremental Term Loans shall have occurred on or before the earlier of (i) August 31, 2016 and (ii) the termination of the Purchase Agreement prior to the closing of the Asset Purchase. (h) The Administrative Agent shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Sellers (as defined in the Purchase Agreement) and their Subsidiaries for the fiscal years ended December 31, 2013 and December 31, 2014, (b) an unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of the Sellers (as defined in the Purchase Agreement) and their Subsidiaries, for the fiscal year ended December 31, 2015 and (c) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Sellers (as defined in the Purchase Agreement) and their Subsidiaries for each subsequent fiscal quarter ended at least 45 days prior to the Incremental Effective Date. (i) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Incremental Effective Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). (j) The Administrative Agent shall have received, at least five (5) Business Days in advance of the Incremental Effective Date, all documentation and other information required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001. (k) All fees, expenses and other amounts due and payable to the Arrangers, the Agents, the Incremental Lenders and the Banks Lenders on the Incremental Effective Date shall have been paid or shall have been authorized to be deducted from the proceeds of the funding of the Incremental Term Loans. (l) The Administrative Agent shall be satisfied with (i) the valid perfected First Priority security interest in favor of Collateral Agent, for the benefit of Secured Parties, in the amount Term Priority Collateral (including any assets to be acquired through the Asset Purchase that would constitute Term Priority Collateral once acquired) and (ii) the valid perfected Second Priority security interest in favor of $1,000,000.00 which Collateral Agent, for the benefit of the Secured Parties, in the ABL Priority Collateral (including any assets to be acquired through the Asset Purchase that would constitute ABL Priority Collateral once acquired). (m) The Purchase Agreement Representations (as defined below) and the Specified Representations (as defined below) shall be applied to the repayment of the Existing Extensions of Credit true and correct in the manner all material respects (unless qualified by materiality, in which case they shall be true and correct in the order set forth in Section 3.2 of the Credit Agreementall respects).

Conditions. The effectiveness consummation of the transactions set forth in Section 3 of this Agreement shall be conditioned upon subject to the followingsatisfaction (or waiver in accordance with Section 5 below) of the following conditions precedent: (a) The following documents Facility Agent (or its counsel) shall have been duly authorized and executed by received from each of the parties theretoCompany, shall be in full force and effect and no default shall exist thereunder, the Borrowers and the Borrower shall have delivered original counterparts thereof to the Agent: Lenders either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence satisfactory to the incumbency and genuineness Facility Agent (which may include telecopy transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security ) that such party has signed a counterpart of this Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Facility Agent shall have received evidence satisfactory a favorable written opinion (addressed to Agentthe Facility Agent and the Lenders and dated the Amendment Effective Date) of each of Mayer, that upon Brown, Xxxx & Maw LLP, Stikeman Elliot, LLP, Xxxxxxxx Xxxxxx & Associés, avocats and Linklaters, US counsel, Canadian counsel, Luxembourg counsel and UK counsel, respectively, for the Loan Parties, substantially in the form of Exhibits X-0, X-0, X-0 and B-4 respectively, and covering such filings other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Required Lenders shall reasonably request. Each of the Company and recordations, the Borrowers hereby requests such security interests constitute valid and perfected first priority security interests and liens therein, subject only counsel to Permitted Liens entitled to priority under applicable lawdeliver such opinion. (c) Since September 15, 2000, no event which has had, The Facility Agent shall have received such documents and certificates as the Facility Agent or could its counsel may reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing request relating to the Agentorganization, existence and good standing of the Loan Parties, the authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the Facility Agent and its counsel. (d) The Borrower Facility Agent shall have paidreceived a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or otherwise reimbursed the Banks for, the outstanding fees and expenses a Financial Officer of the Bank Financial Consultant Company, solely in his capacity as such and not individually, confirming compliance with the Agent's legal counsel presented to conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Borrower up through the date of this Restated Credit Agreement. (e) The Facility Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, as applicable, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Company or any Borrower hereunder or under the Existing Credit Agreement. (f) To the extent requested, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (g) If and to the extent that any Revolving Borrowing is outstanding under the Existing Credit Agreement on the Amendment Effective Date, and after giving effect to the Restatement Transactions, the Loans included in such Revolving Borrowing would not be held ratably by the Lenders in accordance with their Commitments, then the applicable Borrower shall make a prepayment to prepay such Revolving Borrowing on the Amendment Effective Date. If any Canadian Swingline Loan (as defined in the Existing Credit Agreement) is outstanding on the Amendment Effective Date, then the Canadian Borrower shall prepay such Canadian Swingline Loan on the Amendment Effective Date. The Facility Agent shall notify the Company and the Banks in Lenders of the amount of $1,000,000.00 which Amendment Effective Date, and such notice shall be applied to conclusive and binding. Notwithstanding the repayment foregoing, the consummation of the Existing Extensions of Credit in the manner and in the order transactions set forth in Section 3.2 3 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 5 below) at or prior to 5:00 pm, New York City time, on September 15, 2006 (and, in the event such conditions are not so satisfied or waived, the Existing Credit Agreement shall remain in effect without giving effect to any provisions of this Agreement).

Conditions. The effectiveness obligations of this Agreement the Lenders to make Loans hereunder shall be conditioned upon not become effective until the following:date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: received from each party hereto either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence satisfactory to the incumbency and genuineness Administrative Agent (which may include telecopy transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security ) that such party has signed a counterpart of this Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) O’Melveny & Xxxxx LLP, counsel for Holdings, the Borrower and the Subsidiaries, in form and substance reasonably satisfactory to Agentthe Administrative Agent and substantially in the form of Exhibit B-1, that upon and (ii) local counsel in each jurisdiction where a material Subsidiary Loan Party is organized or a Mortgaged Property is located, in form and substance reasonably satisfactory to the Administrative Agent and substantially in the form of Exhibit B-2, and, in the case of each such filings opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. Each of Holdings and recordations, the Borrower hereby requests such security interests constitute valid and perfected first priority security interests and liens therein, subject only counsel to Permitted Liens entitled to priority under applicable lawdeliver such opinions. (c) Since September 15, 2000, no event which has had, The Administrative Agent shall have received such documents and certificates as the Administrative Agent or could its counsel may reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing request relating to the Agentorganization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Borrower Administrative Agent shall have paidreceived a certificate, or otherwise reimbursed dated the Banks for, the outstanding fees Effective Date and expenses signed by a Responsible Officer of the Bank Financial Consultant Borrower, confirming compliance with the conditions set forth in paragraphs (u) and the Agent's legal counsel presented to the Borrower up through the date (v) of this AgreementArticle IV. (e) The Administrative Agent 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 reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (f) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received (i) a completed Perfection Certificate dated the Effective Date and signed by the Chief Executive Officer or legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and, if requested by the Administrative Agent, copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been or will contemporaneously with the initial funding of Loans on the Effective Date be released and (ii) evidence that any account control and concentration account arrangements required to be established as of the Effective Date under the Collateral Agreement shall have been established. (g) The Administrative Agent shall have received reasonably satisfactory evidence that the insurance required by Section 5.07 and the Security Documents is in effect. (h) The Transactions shall have been consummated or shall be consummated simultaneously with the initial funding of the Senior Secured Facilities in accordance with applicable law, the Acquisition Agreement and all other related documentation (without giving effect to any amendments or waivers to or of such documents that are adverse to the Lenders and not approved by the Lenders). The Transactions shall have been consummated in a manner that is substantially consistent with the sources and uses shown on Annex I to Exhibit A to the Commitment Letter or as otherwise reasonably satisfactory to the Administrative Agent. (i) The Administrative Agent shall be reasonably satisfied that the Borrower, the Company and their respective subsidiaries, taken as a whole, shall have unrestricted cash on hand (net of fees and expenses incurred in connection with the Transactions) in an aggregate amount of not less than $4,500,000, on the Closing Date. (j) The Borrower shall make a prepayment have substantially contemporaneously received $150,000,000 in gross cash proceeds from the First-Lien Term Loans. (k) [Reserved.] (l) The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower for the fiscal years ended December 31, 2005, 2004 and 2003 (it being understood that the Arrangers have received such balance sheets and statements for fiscal years 2004 and 2003 prepared and dated prior to the Agent date hereof), (ii) audited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of Company for the fiscal years ended December 31, 2005, and (iii) unaudited consolidated balance sheets and related statements of income and cash flows of (A) each of Borrower and Company for each fiscal quarter ended after March 31, 2006 and at least 45 days before the Closing Date (and comparable periods for the prior fiscal year) and (B) each of Borrower and Company for each fiscal month after the most recently ended fiscal period for which financial statements were received by the Lenders that ended at least 45 days before the Closing Date (and comparable periods for the prior fiscal year), in the case of this clause (iii), to the extent such financial information is available. (m) The Lenders shall have received a pro forma consolidated balance sheet of Holdings as of the date of the most recent quarterly financial statements delivered pursuant to paragraph (l)(iii) above, in each case after giving effect to the Transactions and the Banks other transactions contemplated hereby. (n) There not having occurred an Effective Date Material Adverse Effect. (o) There shall be no litigation, arbitration, administrative proceeding or consent decree that could reasonably be expected to have (a) an Effective Date Material Adverse Effect or (b) a material adverse effect on the ability of Holdings, the Company or any of their respective subsidiaries to consummate the Transactions. (p) The Lenders shall have received a certificate, in form and substance reasonably satisfactory to the Arrangers, confirming the solvency of Holdings and its subsidiaries on a consolidated basis after giving effect to the Transactions. (q) The consummation of the Transactions shall not violate any applicable law, statute, rule or regulation or conflict with, or result in a default or event of default under, any agreement of Holdings, the Company or any of their respective subsidiaries after giving effect to the Transactions, other than any such violations, conflicts or defaults that, individually or in the amount aggregate, could not reasonably be expected to result in an Effective Date Material Adverse Effect. (r) On a Pro Forma Basis after giving effect to the Transactions (including the pro forma effect of $1,000,000.00 which operating expenses reductions attributable to the Transactions), the Borrower’s ratio of Total Indebtedness to Consolidated EBITDA for the twelve-month period ending on the last day of the fiscal quarter ended at least 45 days prior to the Closing Date shall not exceed 5.0 to 1.0. (s) All required material governmental authorities shall have approved or consented to the Transactions to the extent required, all applicable waiting or appeal periods (including, but not limited to, any extensions thereof) shall have expired and there shall be applied no governmental or judicial action, actual or threatened in writing, that could reasonably be expected to restrain, prevent or impose burdensome conditions on the Transactions or the other transactions contemplated hereby, except for such restraints, preventions and conditions that could, so long as in effect or if complied with, not be reasonably expected to have an Effective Date Material Adverse Effect or a material adverse effect on the ability of Holdings, the Company or any of their respective subsidiaries to consummate the Transactions. (t) All commitments under the Existing Credit Agreement shall have been terminated (other than with respect to outstanding letters of credit for which backstop arrangements have been made), and all loans, interest and other amounts accrued or owing thereunder shall have been repaid in full and all guarantees and liens granted in respect thereof shall have been released (or will be released substantially concurrently with the making of Loans on the Effective Date) and the terms and conditions of any such release shall be reasonably satisfactory to the repayment Administrative Agent. The Administrative Agent shall have received a payoff and release letter with respect to the Existing Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent. After giving effect to the Transactions, none of Holdings, the Borrower or any Subsidiary shall have outstanding any shares of preferred stock or any Indebtedness, other than (i) Indebtedness incurred under the Loan Documents and the First-Lien Loan Documents, (ii) Indebtedness set forth on Schedule 6.01 and (iii) preferred stock of Holdings issued on or prior to the Effective Date pursuant to the certificate of designation filed with the Secretary of State of the Existing Extensions State of Credit Delaware on May 23, 2005. The terms and conditions of all Indebtedness to remain outstanding after the Effective Date (including terms and conditions relating to interest rates, fees, amortization, maturity, redemption, subordination, covenants, events of default and remedies) shall be reasonably satisfactory in all respects to the manner Lenders. (u) The representations and in the order warranties of each Loan Party set forth in Section 3.2 the Loan Documents (i) that are qualified as to materiality or Material Adverse Effect shall be true and correct and (ii) that are not so qualified shall be true and correct in all material respects on and as of the Credit Agreementdate (other than with respect to any representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct, or true and correct in all material respects, as the case may be, as of such earlier date) hereof. (v) At the time of and immediately after giving effect to the borrowing of the Loans hereunder, no Default shall have occurred and be continuing. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) on or prior to September 30, 2006 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingfirst date (the “Fifth Amendment Effective Date”) when each of the following conditions shall have been satisfied: (a) The following documents the Administrative Agent (or its counsel) shall have been duly authorized received from each Credit Party, the Replacement Term Lenders and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement or a Lender Consent; (b) the Administrative Agent shall have received (i) any required notice of prepayment of Loans pursuant to Section 2.10(a) of the Existing Credit Agreement and (ii) any required notice of borrowing of Replacement Term Loans pursuant to Section 2.1(b) of the Existing Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance with the time periods specified in Sections 2.10(a) and 2.1(b), as applicable, of the Existing Credit Agreement or such shorter period as the Administrative Agent may agree; (c) the representations and warranties set forth in Section 5 above shall be true and correct as of the Fifth Amendment Effective Date; (d) the Administrative Agent shall have received a certificate, dated the Fifth Amendment Effective Date and executed by a Responsible Officer of the parties theretoBorrower Representative, confirming the accuracy of the representations and warranties set forth in Section 5 above; (e) the Administrative Agent shall be have received a solvency certificate substantially in full force the form of Exhibit K attached to the Existing Credit Agreement from the chief financial officer of the U.S. Borrower that shall certify as to the solvency of Parent and its Subsidiaries (on a consolidated basis) after giving effect to the transactions contemplated hereunder; (f) the Administrative Agent and no default the Lead Arrangers shall exist thereunderhave received a duly executed letter of direction from the Borrowers addressed to Administrative Agent and the Lead Arrangers, directing the disbursement on the Fifth Amendment Effective Date of the proceeds of the Replacement Term Loans made on such date; (g) the Administrative Agent and the Lenders shall have received an executed copy of the customary written opinion of Xxxxx & XxXxxxxx LLP, counsel for the Credit Parties, and Blenheim Advocaten, Netherlands counsel for the Borrower Non-U.S. Credit Parties, in each case, addressed to the Administrative Agent and the Lenders, dated as of the Fifth Amendment Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and the Lenders); (h) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered original counterparts thereof on the Closing Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Agent:Replacement Term Loans contemplated hereby are secured by the Collateral; (i) this Agreement, duly executed and delivered the payment of the Term Loan Repayment Amount by the BorrowerBorrowers to the Administrative Agent for the accounts of the existing Term Lenders, as a voluntary prepayment in full of the Loans outstanding on the Fifth Amendment Effective Date, shall occur substantially simultaneously with the Borrowing of the Replacement Term Loans; (j) the Borrowers shall have paid to Lenders, the Administrative Agent and the Banks constituting Majority BanksLead Arrangers the fees payable on the Fifth Amendment Effective Date referred to in Section 2.8 of the Amended Credit Agreement and all expenses payable pursuant to Section 10.2 of the Amended Credit Agreement or pursuant any other letter agreement with the Lead Arrangers which have accrued to or are otherwise payable on the Fifth Amendment Effective Date, in each case to the extent the U.S. Borrower has received invoices therefor at least three Business Days prior to the Fifth Amendment Effective Date; (iik) the certificate no later than three Business Days in advance of the secretary or assistant secretary Fifth Amendment Effective Date, the Replacement Term Lenders shall have received all documentation and other information reasonably requested by it in writing at least ten days in advance of the Borrower certifying as Fifth Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and (l) each Lead Arranger shall have received, for each Mortgaged Property (after giving effect to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents any mortgage modifications to which it is a party and certifying that: be entered into in connection with this Agreement), (A) the articles of incorporation of completed Flood Certificate with respect such Person have not been amendedproperty, modified or repealed since which Flood Certificate shall be addressed to Collateral Agent and otherwise comply with the date delivered to the Agent, Flood Program; (B) if the by-laws Flood Certificate states that such Mortgaged Property is located in a Flood Zone, U.S. Borrower's written acknowledgment of such Person have not been amended, modified or repealed since receipt of written notification from the date delivered Collateral Agent (x) as to the Agent, existence of a Mortgage and (y) as to whether the community in which such Mortgaged Property is located is participating in the Flood Program; (C) attached thereto if such Mortgaged Property is truelocated in a Flood Zone and is located in a community that participates in the Flood Program, correct evidence that U.S. Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and complete copy (D) if such Mortgaged Property is located in a Flood Zone and is located in a community that does not participate in the Flood Program, evidence that U.S. Borrower has obtained private flood insurance that is in compliance with all applicable regulations or, in the absence of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreementregulations, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 is otherwise in form and substance reasonably satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Collateral Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement Amendment and the funding of the Additional Term B-1 Commitments shall be conditioned upon the following:satisfaction of the following (the date of satisfaction of such conditions, the “Second Amendment Effective Date”): (a) i. The following documents Administrative Agent shall have been duly authorized received (x) executed counterparts of this Amendment signed by each Loan Party and executed by the parties theretoAdditional Term B-1 Lender and (y) a Lender Consent from each Extending Lender, which shall constitute (A) the Required Lenders under the Existing Credit Agreement and (B) Lenders holding not less than 90% of aggregate outstanding principal amount of the Restatement Effective Date Term Loans (provided that the Additional Term B-1 Commitment shall be in full force included for purposes of calculating the 90% threshold). ii. The Borrower shall deliver or cause to be delivered favorable written opinions of Mxxxx Xxxxx LLP and effect and no default shall exist thereunderother counsel for Loan Parties, as to such matters as the Administrative Agent may reasonably request, and otherwise in form and substance reasonably satisfactory to the Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to Agents and Lenders); iii. The Borrower shall have delivered original counterparts thereof to the AgentAdministrative Agent an originally executed certificate of an Authorized Officer, which shall include certifications to the effect that: a. the representations set forth in Article IV of the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date (iexcept to the extent such representations and warranties relate to an earlier date, in which case, such representations and warranties were true and correct in all material respects as of such earlier date); provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct in all respects on and as of the Second Amendment Effective Date; and b. no event has occurred and is continuing or would result from the transactions contemplated hereby that would constitute a Default or an Event of Default; iv. All fees (including the Extension Fees) this Agreement, duly executed and delivered by reasonable and invoiced (at least two Business Days prior to the BorrowerSecond Amendment Effective Date) out-of-pocket expenses required to be paid to the Lenders, the Administrative Agent and or the Banks constituting Majority BanksLead Arrangers shall have been paid; (ii) the v. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Borrower each Loan Party certifying as to the incumbency and genuineness of the signature of each officer (1) that none of such Person executing Loan Party’s Organizational Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, supplemented or otherwise modified or repealed since the date last delivered to the AgentAdministrative Agent or, if so, attaching true, complete and correct copies of any such amendment, supplement or modification; (B2) signature and incumbency certificates of the by-laws officers of such Person have not been amended, modified or repealed since the date delivered to the Agent, each Loan Party executing this Amendment; and (C3) attached thereto is true, correct and complete copy resolutions of resolutions duly adopted by the Board of Directors or similar governing body of such Person each Loan Party ratifying or approving and authorizing the execution execution, delivery and delivery performance of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security AgreementAmendment; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the vi. The Administrative Agent shall have received evidence satisfactory a good standing certificate from the applicable Governmental Authority of the jurisdiction of incorporation, organization or formation for each Loan Party, each dated a recent date prior to Agentthe Second Amendment Effective Date; vii. The Administrative Agent shall have received copies of UCC, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that upon such filings name any Loan Party as debtor and recordationsthat are filed in jurisdictions that the Administrative Agent deems reasonably necessary or appropriate, such security interests constitute valid and perfected first priority security interests and liens therein, subject only none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Permitted Liens entitled or any other Liens acceptable to priority the Administrative Agent); and viii. The Administrative Agent and Lenders shall have received (i) all documentation and other information about the Parent, the Borrower and the Subsidiary Guarantors as has been reasonably requested in writing by the Administrative Agent or Arrangers at least ten (10) days prior to the Second Amendment Effective Date and they reasonably determine is required by regulatory authorities under applicable law. “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (c2) Since September 15at least five (5) days prior to the Second Amendment Effective Date, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except if the Borrower qualifies as a previously disclosed in writing “legal entity customer” under 31 C.F.R. § 1010.230, it shall deliver a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 to the Agent.Administrative Agent and any Lender that requests it; (d) ix. The Administrative Agent shall have received a Borrowing Notice with respect to the Term B-1 Loans; x. The Borrower shall have paidpaid to each Existing Lender all accrued and unpaid interest on the Existing Term Loans held by it to, or otherwise reimbursed the Banks forbut not including, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement.Second Amendment Effective Date; (e) xi. The Borrower shall make a prepayment have made the Initial Required Payment immediately prior to the Agent Second Amendment Effective Date, and shall have a delivered a Prepayment Notice with respect thereto; xii. The Borrower shall have made the Banks Non-Extending Lenders Payment substantially simultaneously with the Second Amendment Effective Date; xiii. The Borrower shall have prepaid the Term B-1 Loans in an aggregate principal amount necessary to reduce the total outstanding principal amount of to $1,000,000.00 which 200,000,000 substantially simultaneously with the Second Amendment Effective Date, and shall be applied to have delivered a Prepayment Notice with respect thereto; and xiv. The Borrower shall deliver an Officer’s Certificate setting forth the repayment of the Existing Extensions of Credit calculations (in the manner reasonable detail) demonstrating (i) pro forma compliance with Sections 6.07(b) and in the order set forth in Section 3.2 (c) of the Credit AgreementAgreement after giving effect to this Amendment and transactions contemplated hereby as of September 30, 2019.

Conditions. The effectiveness obligations of this Agreement the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions shall be conditioned upon the following:satisfied (or waived in accordance with Section 9.02): (a) The following documents Administrative Agent shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: received from each party hereto either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as evidence satisfactory to the incumbency and genuineness of the signature of each officer of Administrative Agent (which may include a facsimile transmission) that such Person executing Loan Documents to which it is party has signed a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery counterpart of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Proskauer Rose LLP, New York counsel for the Loan Parties, (ii) Drinker Xxxxxx & Xxxxx LLP, counsel for the Acquired Company and California and Pennsylvania counsel to certain of the Loan Parties, (iii) Xxx Xxxxxx LLP, Connecticut counsel to certain of the Loan Parties, (iv) Xxxxx Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, Tennessee counsel to certain of the Loan Parties, (v) Xxxxxxxx & Xxxxxxx, LLP, Indiana counsel to certain of the Loan Parties, (vi) Xxxxxx & Savage PC, Virginia counsel to certain of the Loan Parties, (vii) Xxxxxxxx Xxxx LLP, Ohio counsel to certain of the Loan Parties and (viii) Xxxxxxxxx Traurig LLP, Nevada counsel to certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees representations and expenses warranties of the Bank Financial Consultant Loan Parties set forth in the Loan Documents shall be true and correct (i) in the Agent's legal counsel presented case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Borrower up through Effective Date, except in the date case of this Agreementany such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date. (e) No Default shall have occurred and be continuing. (f) The Borrower Administrative Agent shall make have received a prepayment certificate, dated the Effective Date and signed by the chief financial officer of the Company, confirming compliance with the conditions set forth in the first sentence of paragraphs (h) of this Section, in paragraphs (d) and (e) and in the first sentence of paragraph (j) of this Section. (g) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the chief financial officer of the Company, as to the solvency of the Loan Parties on a consolidated basis after giving effect to the Transactions, in form and substance reasonably satisfactory to the Administrative Agent. (h) The Collateral and Guarantee Requirement shall have been satisfied (subject to the penultimate paragraph of this Section). The Administrative Agent shall have received a completed Perfection Certificate, dated the Effective Date and signed by an executive officer or a Financial Officer of each of the Company and the Acquired Company, together with all attachments contemplated thereby, including the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 or have been, or substantially contemporaneously with the initial funding of Loans on the Effective Date will be, released. (i) The Administrative Agent shall have received evidence that the insurance required by Section 5.08 is in effect, together with endorsements naming the Administrative Agent, for the benefit of the Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.08. (j) The Acquisition shall have been consummated, or substantially concurrently with the Effective Date shall be consummated, pursuant to and on the terms set forth in the Acquisition Agreement (and the Acquired Company shall have become, or substantially concurrently with the Effective Date shall become, a wholly owned Subsidiary of the Company), and all conditions precedent to the consummation of the Offer (as defined in the Acquisition Agreement as in effect on the original date thereof) and the Merger (as defined in the Acquisition Agreement as in effect on the original date thereof) shall have been satisfied, in each case without giving effect to any amendments, waivers or consents that are adverse in any material respect to the Loan Parties that have not been approved by the Arrangers. The Administrative Agent shall have received a copy of the Acquisition Agreement, certified by a Financial Officer or other executive officer of the Company as being complete and correct and as enclosing all closing certificates, opinions and other closing documents delivered in satisfaction of the closing conditions set forth in the Acquisition Agreement. (k) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Acquired Company Credit Agreement shall have been paid in full, or substantially concurrently with the Effective Date shall be paid in full, the commitments and letters of credit outstanding thereunder shall have been terminated, or substantially concurrently with the Effective Date shall be terminated or backstopped by letters of credit issued under the ABL Credit Agreement, and all guarantees and liens existing in connection therewith shall have been discharged and released, or substantially concurrently with the Effective Date shall be released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof. (l) The Lenders shall have received projections for the Company and the Subsidiaries through end of the sixth fiscal year of the Company after the Effective Date. (m) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04. (n) The Administrative Agent and the Banks Arrangers shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including fees, charges and disbursements of counsel) required to be paid or reimbursed by any Loan Party under the Commitment Letter, the Administrative Agent Fee Letter or any Loan Document. (o) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, at least five days prior to the Effective Date. Notwithstanding anything to the contrary in clauses (d) or (e) above, the amount only representations and warranties relating to the Acquired Company and its subsidiaries the making of $1,000,000.00 which shall be applied a condition to the repayment obligations of the Existing Extensions of Credit Lenders to make Loans hereunder shall be the Acquired Company Acquisition Agreement Representations and the Specified Representations. Notwithstanding the foregoing, solely with respect to the matters expressly identified in the manner Post-Closing Letter Agreement, the satisfaction of the foregoing conditions shall not be required on the Effective Date, and shall not be a condition to the obligations of the Lenders to make Loans hereunder, but shall be required to be accomplished in accordance with the Post-Closing Letter Agreement. The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans shall not become effective unless each of the foregoing conditions shall have been satisfied (or waived in accordance with Section 9.02) at or prior to 5:00 p.m., New York City time, on June 14, 2012 (and, in the order set forth in Section 3.2 of event such conditions shall not have been so satisfied or waived, the Credit AgreementCommitments shall terminate at such time).

Conditions. The effectiveness consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been received from each of the Borrower, the Subsidiary Loan Parties and the Restatement Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in each case evidencing the consent of the Restatement Lenders to the amendments reflected in the Second Amended and Restated Credit Agreement. (b) The Administrative Agent (or its counsel) shall have received from the Swingline Lender, either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, in each case evidencing the consent of the Swingline Lender to the amendments reflected in the Second Amended and Restated Credit Agreement that relate to the extension of the maturity of the Swingline Loans. (c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Restatement Effective Date) of each of (i) Xxxxx & Xxxxxxxxx LLP, special counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, and (ii) Colorado, Louisiana, Nevada, Ohio and Virginia counsel, in each case in form and substance reasonably satisfactory to the Administrative Agent and its counsel and in each case covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Restatement Transactions and any other customary legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) Each of the conditions set forth in clauses (a)-(d) of Section 4.02 of the Second Amended and Restated Credit Agreement shall be satisfied as of the Second Restatement Effective Date (as though (i) a Borrowing were being made on the Second Restatement Effective Date, (ii) in Article III of the Second Amended and Restated Credit Agreement, the term Closing Date refers to the Second Restatement Effective Date and (iii) in Section 3.04 of the Second Amended and Restated Credit Agreement, fiscal years ended December 31, 2005, 2004 and 2003 refers to fiscal years ended December 31, 2010, 2009 and 2008 ) and the Administrative Agent shall have received a certificate, dated the Second Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the condition in this paragraph. (f) The Administrative Agent shall have received (i) all fees and other amounts due and payable in connection with this Agreement and the First Amended and Restated Credit Agreement on or prior to the Second Restatement Effective Date, including, to the extent invoiced in writing at least one Business Day prior to the Second Restatement Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document, (ii) all accrued and unpaid interest under the First Amended and Restated Credit Agreement in respect of the Loans and all accrued and unpaid fees under paragraph (a) and clause (i) of paragraph (c) of Section 2.15 of the First Amended and Restated Credit Agreement and (iii) any prepayment required by Section 4(e) hereof. If any LC Disbursements are outstanding as of the Second Restatement Effective Date, such LC Disbursements shall be repaid, together with any interest accrued thereon. (g) After giving effect to the Restatement Transactions, the Borrower and the Guarantors shall be in compliance with the requirements of Sections 5.11, 5.12 and 5.13 of the Second Amended and Restated Credit Agreement, and in connection therewith, the Administrative Agent shall have received any related documentation that the Administrative Agent or its counsel reasonably requests in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (h) 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 authorized and executed by the parties Borrower and each Loan Party relating thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent:); (i) this AgreementThe Administrative Agent shall have received a copy of, duly executed or a certificate as to coverage under, and delivered by the Borrowera declaration page relating to, the Agent insurance policies required by Section 5.04(d) of the Second Amended and Restated Credit Agreement (including, without limitation, flood insurance policies) and the Banks constituting Majority Banks; applicable provisions of the Security Documents, each of which (i) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (ii) shall name the certificate Collateral Agent, on behalf of the secretary or assistant secretary of the Borrower certifying Secured Parties, as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedadditional insured, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13in the case of flood insurance, shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto and (c) provide that the insurer will give the Collateral Agent 45 days written notice of cancellation or non-week cash flow projection renewal and (the "Initial Cash Flow Projection"iv) for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 shall be otherwise in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Collateral Agent. (dj) The Borrower shall have paid, or otherwise reimbursed After giving effect to the Banks forRestatement Transactions, the outstanding fees representations and expenses warranties of the Bank Financial Consultant Borrowers and Guarantors contained in Section 7 of this Amendment shall each be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Second Restatement 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 be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date. The Administrative Agent shall notify the Borrower and the Agent's legal counsel presented Lenders of the Second Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the amendment and restatement of the First Amended and Restated Credit Agreement shall not become effective unless each of the foregoing conditions is satisfied or waived at or prior to 5:00 p.m., New York City time, on February 23, 2012 (and, in the Borrower up through event such conditions are not so satisfied or waived, the date First Amended and Restated Credit Agreement shall remain in effect without giving effect to any provisions of this Agreement). (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness obligations of this Agreement the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions shall be conditioned upon the following:satisfied (or waived in accordance with Section 9.02): (a) The following documents Administrative Agent shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: received (i) from each party hereto either (A) a counterpart of this Agreement, duly executed Agreement signed on behalf of such party or (B) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or electronic transmission of a “pdf” or similar copy of a signature by such party of a counterpart hereof) that such party has signed a counterpart of this Agreement and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate an executed copy of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Claim Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Cravath, Swaine & Xxxxx LLP, special New York counsel to the Borrower, and (ii) Xxxx Xxxxxxxx, Senior Counsel, as counsel for the Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could The Administrative Agent shall have received such customary documents and certificates in connection with the effectiveness of this Agreement as the Administrative Agent may reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing request relating to the organization, existence and good standing of the Borrower and the authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower Administrative Agent shall have paidreceived a certificate, or otherwise reimbursed dated the Banks for, the outstanding fees Effective Date and expenses signed by a Responsible Officer of the Bank Financial Consultant Borrower, confirming satisfaction of the conditions set forth in paragraphs (h) and the Agent's legal counsel presented to the Borrower up through the date (i) of this AgreementArticle IV. (e) The Borrower Arrangers and the Administrative Agent shall make a prepayment have received all fees and expenses due and payable on or prior to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner Effective Date, and in the order case of expenses, to the extent invoiced in reasonable detail at least two Business Days prior to the Effective Date. (f) Substantially concurrently with the funding of Loans hereunder, all principal, accrued and unpaid interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been or shall be paid in full and the commitments thereunder shall have been or shall be terminated, and the Administrative Agent shall have received a customary payoff letter in evidence thereof. (g) The Lenders shall have received, at least three Business Days prior to the Effective Date (or such later date as the Administrative Agent shall reasonably agree), all documentation and other information about the Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, in each case, that has been requested by the Administrative Agent in writing at least 10 Business Days prior to the Effective Date. (h) The representations and warranties of the Borrower set forth in Section 3.2 Article III shall be true and correct in all material respects, in each case on and as of the Effective Date, immediately after giving effect to the Borrowing occurring on such 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 on and as of such prior date. (i) On the Effective Date, immediately after giving effect to the Borrowing occurring on such date, no Default shall have occurred and be continuing or would result therefrom. (j) The Administrative Agent shall have received evidence that (i) the Borrower has purchased, or agreed to purchase, the Farm Credit AgreementEquities consistent with Section 5.11 (it being acknowledged and agreed that such condition shall be satisfied upon the execution and delivery by the Borrower on the Effective Date of the updated Northwest Farm Credit Services Membership Agreement in the form provided by the Administrative Agent to the Borrower) and (ii) the Borrower has entered into a standard agreement agreeing to waive and release certain rights typically accorded borrowers of Farm Credit Lenders (it being acknowledged and agreed that such condition shall be satisfied upon the execution and delivery by the Borrower on the Effective Date of the letter agreement regarding “Waiver and Release of Borrower Rights Under the Farm Credit Act of 1971” in the form provided by the Administrative Agent to the Borrower). The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Conditions. The effectiveness obligation of this Agreement shall be conditioned upon the followingPurchaser to purchase the Bond and the obligation of the District to sell the Bond are subject to satisfaction of the following conditions precedent: (a) The following documents shall representations of the District, the Purchaser and the Company in this Agreement will be true and correct on and as of the Closing Date. (b) As of the Closing Date, no Event of Default (as separately defined in the Indenture and in the Amended and Restated Master Development Agreement) will have occurred and be continuing, and no event will have occurred and be continuing which, with the lapse of time or the giving of notice or both, would constitute any such Event of Default. (c) On or before the Closing Date, all actions required to be taken as of the Closing Date in connection with the Bond Resolution and the Bond Documents by the District, the Purchaser and the Company will have been taken, and the District, the Purchaser and the Company will each have performed and complied with all agreements, covenants and conditions required to be performed or complied with by the Bond Resolution and the Bond Documents. (d) The Indenture will have been duly authorized executed and executed delivered by the parties theretoDistrict and the Trustee. Each of the Bond Documents, shall the Bond Resolution and all other official action of the District relating to the Bond, the Project and the Bond Documents will be in full force and effect on the Closing Date and no default shall exist thereunderwill not have been amended, modified or supplemented on or before the Closing Date (other than as the Master Indenture is supplemented by the First Supplement). (e) The District, the Company, the Trustee (except for the certificate required by clause (vii) below) and the Borrower shall Purchaser will have delivered original counterparts thereof to received the Agentfollowing, each dated the Closing Date: (i) the approving opinion of Xxxxxxx & Xxxxxx, LLC, Bond Counsel, substantially in the form of Exhibit A; (ii) the opinion of Modrall, Sperling, Xxxxx, Xxxxxx & Xxxx, P.A. as counsel to the Company and the Purchaser, substantially in the form of Exhibit B; (iii) the opinion of Xxxxxx X. Xxxxxx, as counsel to the District, substantially in the form set forth in Exhibit C; (iv) a certificate of and with reference to the District and signed by a duly authorized officer of the District to the effect set forth in subsections (a) and (c) of this AgreementSection 6 with respect to the District; (v) a certificate of and with reference to the Company signed by a duly authorized officer of the Company to the effect set forth in subsections (a), (b) and (c) of this Section 6 with respect to the Company; (vi) a certificate of and with reference to the Purchaser signed by a duly authorized officer of the Purchaser to the effect set forth in (a) and (c) of this Section 6 with respect to the Purchaser; (vii) a certificate of the Trustee signed by a duly authorized officer of the Trustee to the effect that (aa) he or she is an authorized officer of the Trustee; (bb) the Indenture has been duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Trustee; (iicc) the certificate of Trustee has all necessary corporate powers required to execute, deliver and perform its obligations under the secretary or assistant secretary of the Borrower certifying as Indenture; and (dd) to the incumbency and genuineness best of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedhis or her knowledge, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery by the Trustee of this Agreement, the docHarbor Pledge Agreement Indenture and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (performance by the "Initial Cash Flow Projection") for Trustee of its obligations under the Borrower and its Domestic Subsidiaries dated as Indenture will not conflict with or constitute a breach of November 8or default under any law, 2000 in form and substance satisfactory administrative regulation, consent decree or any agreement or other instrument to which the Agent and Majority Banks attached hereto as Exhibit I; (iv) Trustee is subject or by which the docHarbor Budget in form and substance satisfactory to the Agent and Majority BanksTrustee is bound; and (vviii) such additional legal opinions, certificates, proceedings, instruments and other documents, certificates and instruments documents as any party or Bond Counsel may reasonably request. If any conditions to the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests obligations of the Banks in Purchaser or the property pledged as collateral pursuant to District under this Agreement are not satisfied and if the various Security Documents shall have been received satisfaction of such conditions is not waived by the Agent Purchaser or the District, as applicable, then, at the option of the Purchaser or the District, respectively, in accordance with their interests (x) the Closing Date will be postponed for such period, not to exceed ten (10) Business Days, as may be necessary for such conditions to be satisfied, or (y) the obligations of the Purchaser and the Agent shall District under this Agreement will terminate, and neither the Purchaser nor the District will have received evidence satisfactory any further obligations or liabilities under this Agreement, provided that the Company will continue to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only be obligated to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to reimburse the Agent. (d) The Borrower shall have paid, or otherwise reimbursed District for the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented District incurred up to the Borrower up through the date of this Agreementtermination date. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness obligations of the Agent and the Lenders to enter into this Agreement shall be conditioned upon and to advance $12,000,000 on the following: Closing Date are subject to the satisfaction of the following conditions precedent that (a) The all matters incident to the consummation of the transactions contemplated herein shall be reasonably satisfactory to the Agent and the Lenders and (b) the Agent shall have received, reviewed and approved the following documents shall have been and other items, appropriately executed when necessary and, where applicable, acknowledged by one or more Responsible Officers or other duly authorized representatives of each of the Borrowers party to a relevant document or of the General Partner of certain of the Borrowers party to a relevant document, as the case may be, acting on behalf of the relevant Borrower, or others as the case may be, all in form and executed by substance reasonably satisfactory to the parties theretoAgent and dated, shall be in full force where applicable, of even date herewith or a date prior thereto and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof acceptable to the Agent: (ia) multiple counterparts of this Agreement, duly executed and delivered Agreement as requested by the Agent; (b) the Notes to be in effect on the Closing Date; (c) copies of the organizational documents of each of the Borrower, accompanied by a certificate dated the Agent Closing Date issued by the secretary or an assistant secretary or another authorized representative of the relevant Borrower or its General Partner, to the effect that each such copy is correct and the Banks constituting Majority Bankscomplete; (iid) the a certificate of incumbency dated the Closing Date, including specimen signatures of all officers or other representatives of the relevant Borrower or its General Partner, who are authorized to execute Loan Documents on behalf of the relevant Borrower or its General Partner, such certificate being executed by the secretary or an assistant secretary or another authorized representative of the relevant Borrower certifying as to or its General Partner; (e) copies of resolutions adopted by the incumbency and genuineness relevant governing body each of the signature Borrowers or of each officer of such Person executing its General Partner approving the Loan Documents to which it the relevant Borrower is a party and certifying that: (A) authorizing the articles transactions contemplated herein and therein, accompanied by a certificate dated the Closing Date issued by the secretary or an assistant secretary or another authorized representative of incorporation the relevant Borrower or its General Partner, to the effect that such copies are true and correct copies of resolutions duly adopted at a meeting or by unanimous consent and that such Person resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or repealed since rescinded in any respect and are in full force and effect as of the date delivered of such certificate; (f) subject to the provisions of clause (d) of Section 5.24, the following documents establishing Liens in favor or for the benefit of the Agent for the benefit of the Lenders, in and to the Collateral, including Mortgaged Properties constituting one hundred percent (100%) of the aggregate discounted present value, determined by the Agent, (B) consistent with the by-laws customary lending practices of such Person have not been amended, modified or repealed since the date delivered to the Agent, of the Proved Reserves attributable to the Oil and Gas Properties of the Borrowers or any of them: (Ci) attached thereto is truesecurity documents covering all Oil and Gas Properties (for the avoidance of doubt, correct including fee mineral interests) of the Borrowers or any of them sufficient for the Borrowers to be in compliance with the provisions of Section 5.5; (ii) security documents covering assets of each of the Borrowers as to which a security interest against such assets may be created and complete copy perfected under the provisions of resolutions duly the UCC or the Uniform Commercial Code as adopted by and in effect in states of the Board United States of Directors America other than the State of such Person authorizing New York, including the execution and delivery Equity Interests in each of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security AgreementBorrowers; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory financing statements constituent to the Agent documents described in clauses (i) and Majority Banks attached hereto as Exhibit I(ii) above in this Section 3.2(f); (iv) the docHarbor Budget Direction Letters (as executed only by one or more of the Borrowers); (v) undated letters, in form and substance reasonably satisfactory to the Agent, from each of the Borrowers owning interests in Oil and Gas Properties (for the avoidance of doubt, including fee mineral interests) or interests in any pipelines or gathering systems transporting natural gas or petroleum products (A) owned by Persons other than the Borrower owning such interests or (B) owned by the Borrower owning such interests and to be sold to others to each purchaser of production and disburser of the proceeds of production from or attributable to the Mortgaged Properties or transportation fees, with the addresses left blank, authorizing and directing the addresses to make future payments attributable to production from the Mortgaged Properties owned by the relevant Borrower or transportation fees directly to the Lockbox of such Borrower; (vi) a Blocked Account Agreement among MOMC, LegacyTexas Bank and the Agent with respect to the Lockbox Account; and (vii) a Deposit Account Control Agreement with shifting control among the Borrowers, the Agent and LegacyTexas Bank with respect to each Operating Account. (g) a copy of the Lockbox Services Agreement between MOMC and LegacyTexas Bank; (h) multiple counterparts of the Subordination Agreement, as requested by LegacyTexas Bank; (i) multiple counterparts of the Assignment of ORRI; (j) copies of the East LA PSA and each amendment thereto through the Seventh Amendment to Purchase and Sale Agreement dated June 2, 2016; (k) a copy of a fully executed counterpart of the East LA Operating Agreement; (l) a copy of a fully executed counterpart of an additional amendment to the East LA PSA extending the deadline for the closing of the acquisition by MI which is the subject of the East LA PSA to a date no earlier than June 15, 2016; (m) copies of fully executed counterparts of the Sansinena PSA and each amendment thereto through the Eighth Amendment to Purchase and Sale Agreement dated June 2, 2016; (n) a copy of a fully executed counterpart of the Sansinena Operating Agreement; (o) a copy of a fully executed counterpart of an additional amendment to the Sansinena PSA extending the deadline for the closing of the acquisition by MI which is the subject of the Sansinena PSA to a date no earlier than June 15, 2016; (p) a copy of a fully executed counterpart of the Joint Acquisition Agreement; Operating Agreement dated effective April 1, 2016 between MI, as Operator, and Sunny Frog Oil, LLC; (q) a copy of a fully executed counterpart of the conveyance by MI to Sunny Frog Oil, LLC pursuant to the Joint Acquisition Agreement; (r) a copy of the Development Plan; (s) copies of executed counterparts of all operating, lease, sublease, royalty, sales, exchange, processing, farmout, bidding, pooling, unitization, communitization and other agreements relating to the Oil and Gas Properties (for the avoidance of doubt, including fee mineral interests) of the Borrowers or any one or more of them, as reasonably requested by the Agent or any Lender prior to the Closing Date; (t) a Reserve Report prepared as of January 1, 2016 and in compliance with the requirements for engineering reports set forth in the definition of Reserve Report in Section 1.2. (u) drafts of the not yet issued annual audited Financial Statements prepared as of December 31, 2015 and unaudited quarterly Financial Statements prepared as of March 31, 2016; (v) payment of structuring fee in the amount of $240,000; (w) copies of all employment agreements between any of the Borrowers and members of the senior management of the relevant Borrower; (x) certificates dated as of a recent date from the appropriate Governmental Authority evidencing the existence or qualification and, if applicable, good standing of each of the Borrowers in its jurisdiction of organization and in each jurisdiction in which it owns material assets or conducts material operations; (y) results of searches of the uniform commercial code records of the Secretary of State of the State of California and the Secretary of State of the State of Texas, as applicable, in the names of each of the Borrowers, such search reports to be from a source or sources acceptable to the Lender and reflecting no Liens, other than Permitted Liens, against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement. (z) subject to the provisions of clause (d) of Section 5.24, confirmation, acceptable to the Agent, of the title of the Borrowers or any of them owning any Mortgaged Properties, free and clear of Liens other than Permitted Liens, to Mortgaged Properties constituting, in the aggregate, one hundred percent (100%) of the PV-10 value, as determined by the Agent in its discretion, of the PDP Reserves and PUD Reserves attributable to the Mortgaged Properties; (aa) a certificate or certificates evidencing the insurance coverage required by the provisions of Section 5.19; (bb) a payoff letter from LegacyTexas Bank, in form and substance reasonably acceptable to the Agent, setting forth, among other matters, the amount due on the Closing Date to pay in full all amounts owing by any of the Borrowers to LegacyTexas Bank; (cc) release documents from LegacyTexas Bank, in form and substance reasonably acceptable to the Agent, necessary to release all Liens held by LegacyTexas Bank against Property of any of the Borrowers and securing the Indebtedness which is the subject of the payoff letter referred to in clause (bb) immediately above; (dd) copies of all Commodity Hedge Agreements, in form and substance reasonably acceptable to the Agent and Majority Banks; andwith Approved Hedge Counterparties, establishing the Minimum Required Commodity Hedge Agreements; (vee) such payment from the Borrowers or any one or more of them of estimated fees charged by filing officers and other documentspublic officials incurred or to be incurred in connection with the filing and recordation of any Security Documents and any of the release documents provided by LegacyTexas Bank and for which invoices have been presented as of the Closing Date; (ff) the opinion of Pxxxxx Xxxxxx LLP, certificates counsel to the Borrowers for purposes of the transactions which are the subject of this Agreement, in form and instruments substance reasonably satisfactory to the Agent; (gg) the opinion of Jxxx X. Xxxxxxx, A Professional Law Corporation, special counsel to the Borrowers in the State of California for purposes of the transactions which are the subject of this Agreement, in form and substance reasonably satisfactory to the Agent; (hh) a certificate of a Responsible Officer of each of the Borrowers to the effect that, after giving effect to the transactions which are the subject of this Agreement, all representations and warranties made by any of the Borrowers in this Agreement or any other Loan Agreement in place on the Closing Date are true and correct, in all material respects, as of the Closing Date; (ii) confirmation reasonably acceptable to the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents no event or circumstance shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event occurred which has had, or could reasonably be expected to have, have a material adverse effect has occurred, except as a previously disclosed in writing to the Agent.Material Adverse Effect; (djj) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding payment of estimated fees and expenses of counsel to the Bank Financial Consultant Agent incurred through the Closing Date and the Agent's legal counsel for which an invoice has been presented to the Borrower up through the date of this Agreement.Borrowers; and (ekk) The Borrower shall make a prepayment to such other agreements, documents, instruments, opinions, certificates, waivers, consents and evidences as the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreementor any Lender may reasonably request.

Conditions. The effectiveness This Amendment shall become effective on the date each of this Agreement shall be conditioned upon the following:following conditions have been met (such date, the “First Amendment Effective Date”): (a) The following documents this Amendment shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by Administrative Agent, all of the Borrower, the Agent Lenders and the Banks constituting Majority BanksBorrowers; (iib) the certificate Administrative Agent shall have received such certificates of the secretary resolutions or assistant secretary other action, incumbency certificates (including specimen signatures), and/or other certificates of the Borrower certifying as to the incumbency and genuineness of the signature Responsible Officers of each officer Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of such Person executing Loan Documents each Responsible Officer thereof authorized to which it is act as a party and certifying that: (A) the articles of incorporation of such Person have not been amendedResponsible Officer in connection with this Amendment, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to Administrative Agent; provided that, to the Agent extent applicable with respect to any Borrower, a certificate of the Company on behalf of each Borrower, dated the First Amendment Effective Date and Majority Banks attached hereto executed by a Responsible Officer of the Company, certifying that, except as Exhibit Iotherwise indicated therein, there have been no amendments, supplements or modifications since the Closing Date to the documents delivered on the Closing Date pursuant to the Credit Agreement may be delivered in lieu of the documents required pursuant to this clause (b); (ivc) Administrative Agent shall have received such documents and certifications as the docHarbor Budget Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, and that each Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of each Borrower's Organization Documents, stockholders' agreements, certificates of good standing and/or qualification to engage in business, in each case, in form and substance satisfactory to the Agent and Majority BanksAdministrative Agent; and (vd) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Administrative Agent shall have received a favorable opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Borrowers, and appropriate local counsel to the Borrowers, each addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrowers and this Amendment as the Administrative Agent may reasonably request. Administrative Agent's delivery to the Company of a copy of this Amendment executed by all necessary parties described in Section 4(a) hereof shall be deemed evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect the First Amendment Effective Date has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness consummation of the transactions set forth in Section 3 of this Agreement shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by received from each of the parties thereto, shall be in full force and effect and no default shall exist thereunder, Borrower and the Borrower shall have delivered original counterparts thereof to the Agent: Restatement Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Collateral Agent (or its counsel) shall have received from each of the Borrower and the Material Subsidiaries either (i) a counterpart of the Collateral Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Collateral Agent (which may include telecopy or electronic transmission of a signed signature page of the Collateral Agreement) that such party has signed a counterpart of the Collateral Agreement. (c) The Administrative Agent shall have received written opinions dated the Restatement Effective Date of (i) Xxxxx Xxxx & Xxxxxxxx, duly executed New York counsel for the Borrower and delivered by the Material Subsidiaries, substantially in the form of Exhibits D-1 and D-2, and covering, respectively, such other matters relating to (x) the Borrower, the Agent Material Subsidiaries and the Banks constituting Majority Banks; Loan Documents (as defined in the Restated Revolving Credit Agreement) or (y) the Borrower, the Material Subsidiaries and the Loan Documents (as defined in the Restated Term Loan Credit Agreement), in each case as the Administrative Agent shall reasonably request, and (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedMorris, modified or repealed since the date delivered to the AgentNichols, (B) the by-laws of such Person have not been amendedArsht & Xxxxxxx LLP, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") special Delaware counsel for the Borrower and the Material Subsidiaries, substantially in the form of Exhibit D-3, and covering such other matters relating to the Borrower, the Material Subsidiaries and the Collateral Agreement as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its Domestic counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Material Subsidiaries, the authorization of the Loan Documents and any other legal matters relating to the Borrower, the Material Subsidiaries dated as of November 8or the Loan Documents, 2000 all in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsits counsel. (be) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory to Agenta certificate, that upon such filings dated the Restatement Effective Date and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to havesigned by the President, a material adverse effect has occurred, except as Vice President or a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses Financial Officer of the Bank Financial Consultant Borrower, confirming the representations and the Agent's legal counsel presented to the Borrower up through the date warranties set forth in paragraphs (a) and (b) of Section 4 of this Agreement. (ef) The Borrower Administrative Agent shall make a prepayment have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under any Loan Document. (g) The Administrative Agent shall be satisfied that all lending commitments under the 364-Day Revolving Credit Agreement dated as of July 11, 2008 (the “364-Day Agreement”), among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall be terminated, and all obligations accrued and owing under the 364-Day Agreement shall be paid, on the Restatement Effective Date. (h) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (i) The Administrative Agent shall have received a completed Perfection Certificate (as defined in the Collateral Agreement), dated as of the Restatement Effective Date and signed by a Financial Officer and the Banks chief legal officer of the Borrower, together with all attachments contemplated thereby, including the results of a recent search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower and the Material Subsidiaries in the amount jurisdictions contemplated by the Perfection Certificate, and such search shall reveal no Liens on any of $1,000,000.00 which the assets of the Borrower or any of the Material Subsidiaries, except for Liens permitted by Section 5.08 of each of the Restated Credit Agreements or discharged on or prior to the Restatement Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent. (j) The Administrative Agent shall have received evidence of insurance coverage satisfying the applicable requirements of the Loan Documents. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be applied to conclusive and binding. Notwithstanding the repayment foregoing, the consummation of the Existing Extensions of Credit in the manner and in the order transactions set forth in Section 3.2 3 of this Agreement shall not become effective unless each of the Credit Agreementforegoing conditions is satisfied (or waived by the Restatement Lenders) at or prior to 3:00 p.m., New York City time, on February 20, 2009 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).

Conditions. The effectiveness of this Agreement shall be conditioned upon Bank's obligations hereunder are subject to the followingfollowing terms and conditions: (aA) The following documents At or before execution of this Amendment, Borrowers shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof deliver to the AgentBank the following documents: (i1) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection joinder agreement (the "Initial Cash Flow ProjectionJoinder Agreement") for ), executed by each of the Borrower and its Domestic Subsidiaries dated as of November 8New Borrowers, 2000 in form and substance satisfactory to the Agent Bank, whereby each of the New Borrowers shall become Borrower under and Majority Banks attached hereto in accordance with the Loan Agreement; and (2) an allonge to the Note (the "Allonge") executed by each of the Borrowers, inclusive of the New Borrowers. (B) Within 30 days of the date hereof, Borrowers shall deliver the following documents to the Bank: (1) a copy, certified in writing as Exhibit Iof the date hereof by the Secretary or Assistant Secretary of each Borrower, of resolutions of the Board of Directors of such Borrower evidencing approval or ratification of this Amendment, the Allonge and other matters contemplated hereby; (iv2) a copy, certified in writing as of the docHarbor Budget date hereof by the Secretary or Assistant Secretary of each New Borrower, of resolutions of the Board of Directors of such New Borrower evidencing approval or ratification of the Joinder Agreement (or such other documentation or evidence of such action that is the equivalent under relevant applicable law), the Allonge and other matters contemplated hereby; (3) opinions of counsel for each Borrower and New Borrower acceptable to the Bank dated the date hereof in form and substance reasonably satisfactory to the Agent Bank; (4) a certificate dated the date hereof by the Secretary or an Assistant Secretary of each New Borrower as to the names and Majority Bankssignatures of the officers of such New Borrower authorized to sign the Joinder Agreement and the Allonge and the other documents or certificates to be executed and delivered pursuant to the Loan Agreement, as amended hereby; (5) copies of the Bylaws or the equivalent document of each New Borrower, certified as true, correct and complete by such New Borrower's Secretary or Assistant Secretary on behalf of such New Borrower; and (v6) With respect to each New Borrower, certificates dated within 30 days of the date hereof for United States jurisdictions and, as the Bank may require, for jurisdictions outside of the United States, issued by the Secretary of State (or similar official) of its jurisdiction of incorporation stating that such New Borrower is a corporation duly incorporated and in good standing under the laws of such jurisdiction (or such other documents, certificates and instruments as documentation or evidence of such action that is the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority equivalent under relevant applicable law). (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective on the following:date of satisfaction or waiver of the following conditions precedent (such date, the “Increase Effective Date”): (a) The following documents Administrative Agent shall have been received (i) executed signature pages to this Agreement from the Parent, the Co-Borrower, each other Loan Party party hereto, the Administrative Agent, the Incremental Term Lender and the Required Lenders, (ii) a notice, duly authorized and executed by the parties theretoParent, shall be in full force and effect and no default shall exist thereundersetting forth the information required pursuant to Section 2.22(a) of the Credit Agreement requesting the borrowing of the Incremental Term Loans on the Increase Effective Date (it being understood that such notice, and satisfying the Borrower requirements of Section 2.22(a) of the Credit Agreement, had already been received by Administrative Agent as of the date hereof). (b) The Administrative Agent shall have delivered original counterparts thereof received a written opinion (addressed to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Administrative Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency Lenders and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8the Increase Effective Date) of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP and from counsel in each jurisdiction in which a Borrower is organized in form and substance reasonably satisfactory to the Administrative Agent. The Parent hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates substantially consistent with those delivered pursuant to Sections 4.01(e) of the Existing Credit Agreement and otherwise as the Administrative Agent or its counsel may reasonably request relating to the organization, 2000 existence and good standing of the Borrowers and the authorization of the borrowing of the Incremental Term Loans, all in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Administrative Agent. (d) The Borrower Administrative Agent shall have paidreceived a customary certificate, or otherwise reimbursed in form and substance reasonably satisfactory to the Banks forAdministrative Agent, dated the outstanding fees Increase Effective Date and expenses signed by an authorized officer of the Bank Financial Consultant Parent, certifying compliance with the conditions set forth in clauses (f), (g) and the Agent's legal counsel presented to the Borrower up through the date of this Agreement(h) below. (e) The Borrower Administrative Agent shall make a prepayment have received, or shall have been authorized by the Parent to deduct from the proceeds of the Incremental Term Loans, all fees and other amounts due and payable on or prior to the Increase Effective Date, including, to the extent invoiced at least five (5) Business Days prior to the Increase Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of one counsel in each applicable jurisdiction) required to be reimbursed or paid by any Loan Party hereunder or under any Loan Document. In addition, the Borrowers shall have executed and delivered a Funds Flow Direction Letter to the Administrative Agent instructing the Administrative Agent as to the flow of the proceeds of the Incremental Term Loans on the Increase Effective Date. (f) No Event of Default has occurred and is continuing or would result from giving effect to the increased Commitments on, or the making of the Incremental Term Loans on, such Increase Effective Date. (g) After giving Pro Forma Effect to the increased Commitments and the Banks Incremental Term Loans to be made on the Increase Effective Date, the aggregate principal amount of the sum of all Priority Lien Debt and, without duplication, all Senior Priority Refinancing Indebtedness (including, in each case, without duplication of any outstanding principal amounts, the amount of any unfunded commitments under a revolving credit facility as of such date) will not exceed the greater of (A) $1,000,000.00 which shall 3.5 billion and (B) such an amount that would cause the Asset Coverage Ratio to be applied equal to the repayment 2.35 to 1.0. (h) The representations and warranties of the Existing Extensions of Credit in the manner and in the order Loan Parties set forth in the Loan Documents are true and correct in all material respects as though made on the Increase Effective Date, except to the extent that any such representation or warranty expressly relates to a specified date, in which case, shall be true and correct in all material respects as though made as of such date (provided that any representation or warranty that is qualified by materiality or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Incremental Term Loans). Notwithstanding anything herein or any other Loan Document to the contrary, for purposes of this Section 3.2 6(h), the representations and warranties contained in Section 3.04 of the Credit Agreement shall be deemed to refer to the “Increase Effective Date” instead of the “Closing Date”. (i) Substantially concurrently with the Increase Effective Date, (A) the Bridge Facilities shall have been paid in full, (B) the Conversion Date shall have occurred and (C) the Administrative Agent shall have received the Conversion Date Certificate pursuant to the terms of the Credit Agreement. (j) The Parent shall pay all accrued and unpaid interest to but excluding the Increase Effective Date on the Existing Initial Term Loans on the Increase Effective Date.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingfirst date (the “Second Amendment Effective Date”) when each of the following conditions shall have been satisfied: (a) The following documents the Administrative Agent (or its counsel) shall have been duly authorized and executed by received from each Credit Party, the parties thereto, shall be in full force and effect and no default shall exist thereunder, Replacement Term Lender and the Borrower shall have delivered original counterparts thereof to the Agent: Administrative Agent (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence reasonably satisfactory to the incumbency and genuineness Administrative Agent (which may include facsimile or electronic transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge ) that such party has signed a counterpart of this Agreement and the docHarbor Security Agreementor a Lender Consent; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Administrative Agent shall have received evidence satisfactory (i) any required notice of prepayment of Loans pursuant to AgentSection 2.10(a) of the Existing Credit Agreement and (ii) any required notice of borrowing of Replacement Term Loans pursuant to Section 2.1(b) of the Existing Credit Agreement; provided, in each case, that upon such filings notice of prepayment and recordationsnotice of borrowing shall be delivered in accordance the time periods specified in Sections 2.10(a) and 2.1(b), as applicable, of the Existing Credit Agreement or such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law.shorter period as the Administrative Agent may agree; (c) Since September 15, 2000, no event which has had, or could reasonably the representations and warranties set forth in Section 5 above shall be expected to have, a material adverse effect has occurred, except true and correct as a previously disclosed in writing to of the Agent.Second Amendment Effective Date; (d) The Borrower the Administrative Agent shall have paidreceived a certificate, or otherwise reimbursed dated the Banks for, the outstanding fees Second Amendment Effective Date and expenses executed by a Responsible Officer of the Bank Financial Consultant Borrower Representative, confirming the accuracy of the representations and the Agent's legal counsel presented to the Borrower up through the date of this Agreement.warranties set forth in Section 5 above; (e) The Administrative Agent shall have received a solvency certificate in the form of Exhibit K attached to the Existing Credit Agreement from the chief financial officer of the Borrower that shall certify as to the solvency of Parent and its Subsidiaries (on a consolidated basis) after giving effect to the transactions contemplated hereunder; (f) Administrative Agent and Arrangers shall have received a duly executed letter of direction from the Borrower addressed to Administrative Agent and Arrangers, directing the disbursement on the Second Amendment Effective Date of the proceeds of the Refinanced Term Loans made on such date; (g) Agents and Lenders shall have received an executed copy of the customary written opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Credit Parties, and Young Xxxxxxx Stargatt & Xxxxxx LLP, local Delaware counsel for the Credit Parties, in each case, addressed to Agents and Lenders, dated as of the Second Amendment Effective Date and otherwise in form and substance reasonably satisfactory to Administrative Agent and Arrangers (and each Credit Party hereby instructs such counsel to deliver such opinion to Agents and Lenders); (h) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered on the Closing Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Replacement Term Loans contemplated hereby are secured by the Collateral; (i) the payment of the Term Loan Repayment Amount by the Borrower to the Administrative Agent for the accounts of the existing Term Lenders, as a voluntary prepayment in full of the Loans outstanding on the Second Amendment Effective Date, shall occur simultaneously with the Borrowing of the Replacement Term Loans; (j) Borrower shall make a prepayment have paid to Lenders, Agents and Arrangers the fees payable on the Second Amendment Effective Date referred to in Section 2.8 of the Amended Credit Agreement and all expenses payable pursuant to Section 10.2 of the Amended Credit Agreement or pursuant any other letter agreement with the Arrangers which have accrued to or are otherwise payable on the Second Amendment Effective Date, in each case to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied extent Borrower has received invoices therefor at least three Business Days prior to the repayment Second Amendment Effective Date; (k) no later than three Business Days in advance of the Existing Extensions of Credit Second Amendment Effective Date, the Replacement Term Lender shall have received all documentation and other information reasonably requested by it in the manner and writing at least ten days in the order set forth in Section 3.2 advance of the Credit AgreementSecond Amendment Effective Date, which documentation or other information is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

Conditions. The effectiveness of this This Agreement shall be conditioned become effective upon the followingsatisfaction of the following conditions in form and substance reasonably satisfactory to the Lender and its counsel: (a) The following documents No Event of Defaults shall have been duly authorized and executed by occurred under the parties thereto, shall be Credit Agreements or Guaranties other than those referred to in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate Exhibit A hereto or continuing defaults of the secretary same covenants or assistant secretary conditions so long as there is no material adverse change in the financial condition of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing Original Guarantors from their respective financial conditions at the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestshereof. (b) All filings representations and recordations that are necessary to perfect the security interests warranties contained herein shall be true and correct as of the Banks in Effective Date and as of the property pledged as collateral pursuant to date of the various Security Documents shall have been received by the Agent execution and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawdelivery hereof. (c) Since September 15, 2000, no event which has had, or could reasonably be expected The Xxxxxx Trust shall have executed and delivered to have, a material adverse effect has occurred, except as a previously disclosed in writing to Lender the AgentXxxxxx Trust Guaranty. (d) The Borrower Guarantors shall have paid, or otherwise reimbursed the Banks for, the outstanding fees executed and expenses of the Bank Financial Consultant and the Agent's legal counsel presented delivered to the Borrower up through Lender a Principal Amount Letter of Credit in the date face amount of this Agreement$1,000,000. (e) The Guarantors shall have executed and delivered to Lender the Guarantor Pledge Agreement (f) The Borrower and the Guarantors shall make have delivered to Lender financial statements and other reports required under the Transaction Documents which have not previously been delivered. (g) CD Entertainment Ltd., an Ohio limited liability company ("Entertainment") shall have reaffirmed the Subordination Agreement (Deed of Trust) dated June 26, 1997, by and among Entertainment, Xxxxx Xxxxxxxxx and Xxxxx X. Xxxxxxxx, as Trustees, CDH, the Borrower and the Lender, pursuant to a prepayment letter in the form of Exhibit F hereto. (h) One or more of the Borrower and/or Guarantors shall have reimbursed Lender for its costs and expenses related to the Agent preparation and execution of this Agreement, including but not limited to, all filing fees and taxes, fees and expenses of Lender's in-house and outside legal counsel, auditors, appraisers and environmental consultants. (i) The Borrower and Guarantors shall have delivered to the Banks Lender an opinion of counsel substantially in the amount form of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit AgreementExhibit G hereto.

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by the parties thereto, warranties contained herein shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate accurate as of the secretary or assistant secretary date of delivery of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsPreferred Securities. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents The Purchaser shall have been received sold securities issued by it in such an amount that the Agent net proceeds therefrom shall be available on the Closing Date and shall be sufficient to purchase the Agent shall have received evidence satisfactory Preferred Securities and all other preferred securities contemplated in agreements similar to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawthis Agreement. (c) Since September 15Hunton & Xxxxxxxx LLP, 2000counsel for the Company and the Trust (the "Company Counsel"), no event shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser, Xxxxx Bros. Securities, LLC and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A-I hereto and (ii) the Company shall have furnished to the Purchaser the opinion of the Company's General Counsel or a certificate signed by the Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer of Hersha Hospitality Trust, a Maryland real estate investment trust and the general partner and the Company ("HHT"), dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel's opinion. The Company Counsel may specify the jurisdictions in which has hadthey are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Company Counsel is not admitted to practice in the State of New York, the opinion of the Company Counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or could reasonably be expected that they are otherwise subject to, any treatise, written policy or other document relating to havelegal opinions, a material adverse effect has occurredincluding, except as a previously disclosed in writing to without limitation, the AgentLegal Opinion Accord of the ABA Section of Business Law (1991). (d) The Borrower Purchaser shall have paidbeen furnished the opinion of Xxxxxxxxx & Xxxxxxxx LLP, or otherwise reimbursed special tax counsel for the Banks forPurchaser, dated the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented Closing Date, addressed to the Borrower up through Purchaser and JPMorgan Chase Bank, National Association, and HHT, in substantially the date of this Agreementform set out in Annex B hereto. (e) The Borrower Purchaser shall make a prepayment have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Agent Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Banks Company, in substantially the form set out in Annex C hereto. (f) The Purchaser shall have received the opinion of Gardere Xxxxx Xxxxxx LLP, special counsel for the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex D hereto. (g) The Purchaser shall have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex E hereto. (h) The Company shall have furnished to the Purchaser a certificate, signed by the Chief Executive Officer, President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of HHT, and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, and, in the amount case of $1,000,000.00 the Company, as to (i) and (ii) below and, in the case of the Trust, as to (i) below. (i) the representations and warranties in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since December 31, 2004 (the date of the latest Financial Statements), there has been no material adverse change in the business properties, management, financial condition or results of operations of the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business (a "Material Adverse Change"). (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser's judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser's obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be applied given to the repayment Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 Trust or any officer of the Credit AgreementCompany and delivered to the Purchaser or the Purchaser's counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Trust and/or the Company, as the case may be, and not by such trustee or officer in any individual capacity.

Conditions. The effectiveness This Amendment shall become effective on the date each of this Agreement shall be conditioned upon the following:following conditions have been met (such date, the “Amendment Effective Date”): (a) The following documents this Amendment shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the BorrowerAgent, the Agent Lenders identified on the signature pages hereof, the Voting Participant(s) identified on the signature pages hereof, and Borrowers, and acknowledged by the Banks constituting Majority BanksGuarantor(s); (b) Agent shall have received (i) that certain Assignment and Acceptance Agreement dated as of the date hereof, duly executed by PNC Bank, National Association, as 127062607_7 assignor, and Xxxxx Fargo Capital Finance, LLC, as assignee, and acknowledged and accepted by Agent, in form and substance reasonably satisfactory to Agent and (ii) the certificate evidence satisfactory to Agent of payment of the secretary or assistant secretary Purchase Price (as defined therein), if any; (c) Agent shall have received (i) that certain Master Assignment and Acceptance Agreement dated as of the Borrower date hereof, duly executed by Xxxxx Fargo Capital Finance, LLC, as assignor, and each of Zions Bancorporation, N.A. DBA Zions First National Bank and Citizens Bank, N.A., each as assignee, and acknowledged and accepted by Agent and Administrative Borrower, in form and substance reasonably satisfactory to Agent and (ii) evidence satisfactory to Agent of payment of the Purchase Price (as defined therein), if any; (d) Agent shall have received that certain Omnibus Amendment and Reaffirmation Agreement dated as of the date hereof (the “Omnibus Amendment”), duly executed by Borrowers, Guarantors, and Agent, in form and substance reasonably satisfactory to Agent; (e) Agent shall have received that certain Patent Security Agreement dated as of the date hereof, duly executed by each of the Grantors identified on the signature pages thereof, in form and substance reasonably satisfactory to Agent; (f) Agent shall have received that certain Trademark Security Agreement dated as of the date hereof, duly executed by each of the Grantors identified on the signature pages thereof, in form and substance reasonably satisfactory to Agent; (g) Agent shall have received (i) a duly-executed copy of that certain fee letter, dated as of the date hereof (the “Sixth Amendment Fee Letter”), among Borrowers and Agent, in form and substance reasonably satisfactory to Agent, and (ii) payment in immediately available funds of the fees set forth in the Sixth Amendment Fee Letter that are due and payable on the date hereof; (h) Agent shall have received a certificate from the Secretary of each Loan Party dated as of the date hereof (i) certifying the resolutions of such Loan Party authorizing its execution, delivery, and performance of this Amendment and the other Loan Documents to which such Loan Party is a party as true, complete, and correct on the date hereof; (ii) authorizing specific officers of such Loan Party to execute this Amendment and the other Loan Documents to which such Loan Party is a party; (iii) attesting to the incumbency and genuineness of the signature of each officer signatures of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation specific officers of such Person have Loan Party; and (iv) certifying such Loan Party’s Governing Documents as true, complete, and correct and as (x) in effect on the date hereof and (y) not having been amended, restated, supplemented, or modified or repealed since in any respect on the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreementhereof; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement This Amendment shall not be conditioned upon the followingeffective unless and until: (a) The following documents Revolver Administrative Agent and Term Administrative Agent shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: received (i) this Agreement, Amendment duly executed and delivered by the Borrower, Guarantors, Revolver Administrative Agent, Term Administrative Agent, the Agent Aggregate Majority Lenders, the Majority Lenders under the Revolving Credit Agreement and the Banks constituting Majority BanksLenders under the Term A Credit Agreement and (ii) an Account Guaranty and Security Agreement executed by each Subsidiary of Borrower that is a Cash Pledgor as of the effective date of this Amendment; (iib) the Revolver Administrative Agent and Term A Administrative Agent shall have received an officer’s certificate of the secretary or assistant secretary of the (i) Borrower certifying (A) as to the incumbency and genuineness constituent documents of Borrower (or, if applicable, as to the signature absence of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed any changes thereto since the date delivered such constituent documents of Borrower were last certified to the Revolver Administrative Agent and Term A Administrative Agent, ) and (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person Borrower authorizing the execution execution, delivery, and delivery performance of the Amendment Documents and (ii) each Subsidiary of Borrower that is a Cash Pledgor as of the effective date of this AgreementAmendment certifying (A) the constituent documents of such Cash Pledgor, (B) the docHarbor Pledge incumbency of officers of such Cash Pledgor authorized to execute the Account Guaranty and Security Agreement on behalf of such Cash Pledgor, (C) resolutions adopted by the Board of Directors or similar governing body of such Cash Pledgor authorizing the execution, delivery, and performance of the docHarbor Account Guaranty and Security AgreementAgreement executed by such Cash Pledgor, and (D) certificates of existence and good standing, certified as of a recent date by the Secretary of State of the State of formation of such Cash Pledgor; (iiic) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Revolver Administrative Agent shall have received evidence satisfactory to Agent(i) such fees and expenses in such amounts and at such times as heretofore set forth in a letter agreement between Borrower, that upon such filings Revolver Administrative Agent and recordationsBanc of America Securities LLC, and (ii) (without duplication of amounts payable under clause (i) above), such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding other reasonable out-of-pocket fees and expenses of the Bank Financial Consultant Revolver Administrative Agent as may be then due and payable by Borrower under the Agent's legal counsel presented to Revolving Credit Agreement; (d) Term A Administrative Agent shall have received (i) such fees and expenses in such amounts and at such times as heretofore set forth in a letter agreement between Borrower, Term A Administrative Agent and Banc of America Securities LLC, and (ii) (without duplication of amounts payable under clause (i) above), such other reasonable out-of-pocket fees and expenses of the Term A Administrative Agent as may be then due and payable by Borrower up through under the date of this Term A Credit Agreement.; (e) The Cash Pledgors shall have deposited into the Collateral Cash Accounts an amount equal to the Required Cash Collateral Amount, and Administrative Agent shall have a first priority lien, for the ratable benefit of each Issuing Bank and the Revolver Lenders, in and to each Collateral Cash Account; (f) Term A Administrative Agent shall have received from Borrower shall make a prepayment of the outstanding principal balance of the Term A Loans in an amount equal to $33,416,691.21, together with accrued, but unpaid, interest thereon, such that the Agent and Principal Debt of the Banks Term A Loans shall not exceed $3,712,965.69 in the amount of $1,000,000.00 which shall be applied to the repayment aggregate as of the Existing Extensions effective date of Credit this Amendment; and (g) Revolver Administrative Agent shall have received from Borrower a prepayment of the Outstanding Amount of all Loans (under and as defined in the manner and Revolving Credit Agreement) together with accrued, but unpaid, interest thereon, such that the Outstanding Amount of all such Loans shall not exceed $0.00 in the order set forth in Section 3.2 aggregate as of the Credit Agreementeffective date of this Amendment.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingfirst date (the “Effective Date”) when each of the following conditions shall have been satisfied: (a) The following documents the Administrative Agent (or its counsel) shall have been duly authorized and executed by received from each Loan Party, the parties thereto2021 Incremental Revolving Facility Lenders, shall be in full force and effect and no default shall exist thereunder, the L/C Issuers party hereto and the Borrower shall have delivered original counterparts thereof to the Agent: Administrative Agent (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence reasonably satisfactory to the incumbency and genuineness Administrative Agent (which may include facsimile or electronic transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security ) that such party has signed a counterpart of this Agreement; (iiib) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") Administrative Agent shall have received, on behalf of itself and the 2021 Incremental Revolving Facility Lenders, a favorable written opinion of Xxxxxx & Xxxxxxx LLP, as New York and Delaware special counsel for the Borrower (it being understood and its Domestic Subsidiaries agreed that such opinion shall be with respect to the Borrower only) (i) dated as of November 8the date hereof, 2000 (ii) addressed to the Administrative Agent and the 2021 Incremental Revolving Facility Lenders and (iii) in form and substance reasonably satisfactory to the Administrative Agent and Majority Banks attached hereto covering such other matters relating to this Agreement as Exhibit Ithe Administrative Agent shall reasonably request; (ivc) the docHarbor Budget representations and warranties set forth in form Section 4 above shall be true and substance satisfactory correct as of the Effective Date; (d) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the Effective Date and confirming the accuracy of the representations and warranties set forth in Section 4 above; (e) the Administrative Agent shall have received customary officer’s certificates consistent with those delivered on the Closing Date and dated the Effective Date; provided that, in lieu of attaching organizational documents and/or evidence of incumbency of the officers of any Loan Party to such certificates, such certificates may certify that (i) since the Closing Date, there have been no changes to the Agent organizational documents of such Loan Party and Majority Banks(ii) no changes have been made to the incumbency certificate of the officers of such Loan Party delivered on the Closing Date or such later date referred to in such certificates; and (vf) such other documents, certificates and instruments as the Agent reasonably requestsa Qualified IPO has been consummated. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by the parties thereto, warranties contained herein shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate accurate as of the secretary or assistant secretary date of delivery of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsPreferred Securities. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents The Purchaser shall have been received sold securities issued by it in such an amount that the Agent net proceeds therefrom shall be available on the Closing Date and shall be sufficient to purchase the Agent shall have received evidence satisfactory Preferred Securities and all other preferred securities contemplated in agreements similar to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawthis Agreement. (c) Since September 15Hunton & Williams LLP, 2000counsel for the Company and the Trust (the "Company Couxxxx"), no event shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A-I hereto and (ii) the Company shall have furnished to the Purchaser a certificate signed by the Company's Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Parent Guarantor, the Company and the Trust and by government officials and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel's opinion. The Company Counsel may specify the jurisdictions in which has hadthey are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Company Counsel is not admitted to practice in the State of New York, the opinion of the Company Counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or could reasonably be expected that they are otherwise subject to, any treatise, written policy or other document relating to havelegal opinions, a material adverse effect has occurredincluding, except as a previously disclosed in writing to without limitation, the AgentLegal Opinion Accord of the ABA Section of Business Law (1991). (d) The Borrower Purchaser shall have paidbeen furnished the opinion of DLA Piper Rudnick Gray Cary US LLP, or otherwise reimbursed special tax counsel for the Banks forPurchaser, xxxxx xxx Xlxxxxx Xxxe, addressed to the Purchaser, the outstanding fees Company and expenses of JPMorgan Chase Bank, National Association, in substantially the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreementform set out in Annex B hereto. (e) The Borrower Purchaser shall make a prepayment have received the opinion of Richards, Layton & Finger, P.A., special Delaware counsel for the Delxxxxx Xxxxxxx, xated the Closing Date, addressed to the Agent Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Banks Company, in substantially the form set out in Annex C hereto. (f) The Purchaser shall have received the opinion of Gardere Wynne Sewell LLP, special counsel for the Property Trustee and the Inxxxxxxx Xxxxtee, dated the Closing Date, addressed to the Purchaser and the Company, in substantially the form set out in Annex D hereto. (g) The Purchaser shall have received the opinion of Richards, Layton & Finger, P.A., special Delaware counsel for the Delxxxxx Xxxxxxx, xated the Closing Date, addressed to the Purchaser, the Company and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex E hereto. (h) The Company shall have furnished to the Purchaser a certificate of the Company, signed by the Chief Executive Officer, President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, and, in the amount case of $1,000,000.00 which the Company, as to (i) below. (i) since March 31, 2005 (the date of the latest financial statements), there has been no material adverse change in the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business. (i) The Parent Guarantor and the Company shall have executed the Parent Guarantee Agreement and delivered same to JPMorgan Chase Bank, National Association, as Guarantee Trustee. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. Each certificate signed by any trustee of the Trust or any officer of the Company or the Parent Guarantor and delivered to the Purchaser or the Purchaser's counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be applied deemed to the repayment be a representation and warranty of the Existing Extensions of Credit Trust, the Parent Guarantor and/or the Company, as the case may be, and not by such trustee or officer in the manner and in the order set forth in Section 3.2 of the Credit Agreementany individual capacity.

Conditions. The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 3 of this Agreement shall be conditioned upon subject to the followingsatisfaction (or waiver) of the following conditions precedent: (a) The following documents Agent (or its counsel) shall have been duly authorized received from each of the Borrower, the Parent and executed the Required Lenders under (and as defined in) the Existing Credit Agreement either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. The Agent shall be reasonably satisfied that, after giving effect to the amendment and restatement of the Existing Credit Agreement and the reduction of the Class A Commitments pursuant to Section 4(b) above, the total Class A Commitments shall not be less than $325,000,000 (or such other amount as shall be agreed upon by the parties thereto, Borrower and the Arrangers). (b) The Agent (or its counsel) shall be in full force and effect and no default shall exist thereunderhave received from each Subsidiary that is a Subsidiary Loan Party as of the Restatement Effective Date, and the Borrower shall have delivered original counterparts thereof is not already a Guarantor, a supplement to the Agent: Guarantee Agreement (i) this as well as the guarantee agreement in respect of the Term Loan Agreement), in the form specified therein, duly executed and delivered by the Borrower, on behalf of such Person. (c) The Agent shall have received a favorable written opinion (addressed to the Agent and the Banks constituting Majority Banks; Lenders and dated the Restatement Effective Date) of each of (i) Xxxxxxx X. Xxxxxxx, General Counsel of the Borrower, substantially in the form of Exhibit B-1 hereto, (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as Shearman & Sterling LLP, counsel to the incumbency Loan Parties, substantially in the form of Exhibit B-2 hereto and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party (iii) local counsel in Luxembourg and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered Scotland in form and substance reasonably satisfactory to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by in each case covering such other matters relating to the Board of Directors of such Person authorizing the execution and delivery of this AgreementLoan Parties, the docHarbor Pledge Agreement Loan Documents or the Restatement Transactions as the Agent or the Required Lenders shall reasonably request. The Parent and the docHarbor Security Agreement;Borrower hereby request such counsel to deliver such opinions. (iiid) an initial 13-week cash flow projection (The Agent shall have received such documents and certificates as the "Initial Cash Flow Projection") for Agent or its counsel may reasonably request relating to the Borrower organization, existence and its Domestic Subsidiaries dated as good standing of November 8the Loan Parties and the authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, 2000 the Loan Documents or the Restatement Transactions, all in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsits counsel. (be) All filings The representations and recordations that are necessary to perfect the security interests warranties of the Banks Loan Parties set forth in the property pledged as collateral pursuant to the various Security Loan Documents shall be true and correct in all material respects as of the Restatement Effective Date, no Default shall have been received by occurred and be continuing as of the Agent Restatement Effective Date and the Agent shall have received evidence satisfactory to Agenta certificate, that upon such filings dated the Restatement Effective Date and recordationssigned by the President, such security interests constitute valid the Chief Executive Officer, a Vice President or a Financial Officer of each of the Parent and perfected first priority security interests and liens thereinthe Borrower, subject only to Permitted Liens entitled to priority under applicable lawconfirming the foregoing. (cf) Since September 15, 2000, no event which has had, The Agent shall have received (i) all fees and other amounts due and payable on or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing prior to the AgentRestatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Loan Documents, and (ii) all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees under paragraphs (a) and (b) of Section 2.11 of the Existing Credit Agreement. If any LC Disbursements are outstanding as of the Restatement Effective Date, such LC Disbursements shall be repaid, together with any interest accrued thereon. (dg) The Borrower Collateral Requirement shall have paidbeen satisfied. The Perfection Schedule attached to the Collateral Agreement shall have been completed and shall include all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or otherwise reimbursed equivalent) filings made with respect to the Banks forLoan Parties in the jurisdictions contemplated by the Perfection Schedule and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Amended Credit Agreement or have been released. (h) The Agent shall have received a Collateral Value Certificate presenting the Borrower’s computation of the Collateral Value Amount. The Secured Obligations Amount shall not exceed the Collateral Value Amount. (i) The Agent shall have received evidence that the insurance required by the Loan Documents is in effect. (j) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. The Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the outstanding fees amendment and expenses restatement of the Bank Financial Consultant and Existing Credit Agreement as contemplated hereby shall not become effective unless each of the Agent's legal counsel presented foregoing conditions is satisfied (or waived) at or prior to 5:00 p.m., New York City time, on November 10, 2008 (and, in the Borrower up through event such conditions are not so satisfied or waived, the date Existing Credit Agreement shall remain in effect without giving effect to any provisions of this Agreement). (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. Section 3.1. Conditions to Effectiveness of this Agreement and to the initial Extensions of Credit on the Effective Date. The effectiveness of this Agreement and the obligation of each Lender to make any Extension of Credit on the Effective Date or for the Agent or any Lender to take, fulfill or perform any other action hereunder, shall be conditioned upon subject to satisfaction of all of the followingfollowing conditions in a manner satisfactory to Agent: (a) The following documents This Agreement or counterparts hereof, the Notes and the other Loan Documents shall have been duly authorized and executed by the parties Borrowers and the other Credit Parties party thereto, and delivered to the Agent and Lenders; and Agent shall have received such documents, instruments, agreements and legal opinions as Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including an opinion of counsel to the Credit Parties substantially in the form of Exhibit I and the other documents, instruments, agreements and opinions listed in the Closing Checklist attached hereto as Exhibit K, each in form and substance reasonably satisfactory to the Agent. The Agent shall have received and approved revised Schedules to this Agreement and, if appropriate, the other Credit Documents, dated as of the Effective Date; (b) The Interim Order shall have been entered or approved by the Bankruptcy Court in form and substance acceptable to the Borrowers, the Agent and the Lenders; (c) Agent shall have received (i) evidence satisfactory to it in its sole discretion that the Credit Parties have obtained all required consents and approvals, including regulatory and other third party approvals, of all Persons including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Loan Documents and the continuing operations of the Credit Parties, and the same shall be in full force and effect or (ii) an Officer’s Certificate in form and substance satisfactory to Agent affirming that no default such consents or approvals are required; (d) Agent shall exist thereunderhave received the Fees required to be paid by the Borrowers on the Effective Date in the respective amounts specified in Section 2.7 or in the Commitment Letter and shall have reimbursed the Agent for all fees, costs and expenses of closing presented as of the Effective Date; (e) The corporate structure, capital structure, other debt instruments, material contracts of CCS, and governing documents of the Borrower Credit Parties and their Subsidiaries shall be acceptable to Agent and Lenders in their respective sole discretion; (f) Agent shall have delivered original counterparts thereof received evidence satisfactory to it in its sole discretion that Agent (on behalf of the Lenders) holds a perfected, first priority lien in all of the Collateral, subject to no other liens except for Permitted Encumbrances; (g) As of the Effective Date, there shall have been (i) other than the commencement of the Bankruptcy Cases and the events contemplated by the Forbearance Agreement, since January 30, 2006, no material adverse change in the business, financial or other condition of the Credit Parties taken as a whole, the Collateral which would be subject to the security interest granted to the Agent:, or in the projections of the Credit Parties and (ii) no litigation commenced that has not been stayed by the Bankruptcy Court, that has a reasonable likelihood of being determined adversely to any Credit Party and that, if so determined, could reasonably be expected to have a Material Adverse Effect; (h) [Reserved.] (i) After giving effect to any Extensions of Credit to be made on the Effective Date, Borrowers shall be in compliance with all financial covenants set forth in this Agreement, duly executed Agreement and delivered by Agent shall have received such certificates and information as it may request in order to verify such pro forma compliance with the Borrower, the Agent and the Banks constituting Majority Banksfinancial covenants; (iij) After giving effect to any Extensions of Credit to be made on the certificate Effective Date, Borrowers shall have Borrowing Availability (calculated on a pro forma basis with trade payables being paid currently, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales and without deterioration of working capital) of at least $2,000,000, in the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreementaggregate; (iiik) an initial 13-week cash flow projection [Reserved] (l) [Reserved] (m) There shall not exist (i) any Default or Event of Default under the "Initial Cash Flow Projection"Loan Documents or (ii) for any default or event of default under any other Indebtedness or agreement of any Credit Party not disclosed on the Borrower and its Domestic Subsidiaries dated Disclosure Schedules, which could reasonably be expected to have a Material Adverse Effect; (n) There shall have been no direct or indirect change in Senior Management of any Credit Party, except as of November 8set forth in Section 7.22; (o) [Reserved.] (p) The Fixed Charge Coverage Ratio shall not exceed 0.50 to 1.00, 2000 determined on a pro forma basis after giving effect to the Loans to be made on the Effective Date; (q) All Loan Documents shall be in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit Ithe Lenders; (ivr) The Credit Parties shall be in pro forma compliance (based on the docHarbor Budget 2005 Unaudited Financials) with all financial covenants set forth in Sections 7.15, 7.16, 7.17 and 7.19 as of the Effective Date after giving effect to the Loans to be made on the Effective Date and Agent shall have received evidence in form and substance satisfactory to it in its sole discretion of such pro form compliance; (s) Holdings and its consolidated Subsidiaries shall have pro forma trailing twelve month EBITDA of at least $16,500,000 (based on the 2005 Unaudited Financials), with any adjustments to such pro forma EBITDA to be satisfactory to Agent and Majority Banks; andin its sole discretion; (t) The Senior Secured Leverage Ratio shall not exceed 2.00 to 1.00, (based on the 2005 Unaudited Financials) determined on a pro forma basis after giving effect to the Loans to be made on the Effective Date; (u) The Total Leverage Ratio shall not exceed 13.75 to 1.00, (based on the 2005 Unaudited Financials) determined on a pro forma basis after giving effect to the Loans to be made on the Effective Date; (v) The Agent shall not have become aware of any information or other matter affecting any Credit Party or the transactions contemplated hereby that is inconsistent in a material and adverse manner with any such information or other documents, certificates and instruments as matter disclosed to the Agent reasonably requests.prior to January 30, 2006; (bw) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Agent shall have received evidence a duly executed Borrowing Base Certificate, dated not more than 15 days prior to the Effective Date, in form and substance satisfactory to Agent; (x) Agent shall have received and reviewed (i) the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Holdings and its consolidated Subsidiaries and CCS prepared in accordance with GAAP for the Fiscal Year ended December 31, 2004, (ii) the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of Holdings and its consolidated Subsidiaries and CCS prepared in accordance with GAAP for the Fiscal Year ended December 31, 2005 (the “2005 Unaudited Financials”) and (iii) any changes to the forecasts of the financial performance of Holdings and its Subsidiaries through 2008. Agent shall be satisfied with the items specified in clause (i) (it being understood that Agent is satisfied with the draft consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings for the Fiscal Year ended December 31, 2005 delivered to Agent prior to March 31, 2006, provided, that upon such filings if the Credit Parties obtain an extension from the Securities and recordationsExchange Commission regarding the filing of audited financial statements, such security interests constitute valid and perfected first priority security interests and liens thereinthe preceding date may be extended to April 30, subject only 2006. Any changes specified in clause (ii) shall not be materially worse than the forecasts previously provided to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by received from each of the parties thereto, shall be in full force and effect and no default shall exist thereunder, Borrower and the Borrower shall have delivered original counterparts thereof to the Agent: Restatement Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a written opinion dated the Restatement Effective Date of Xxxxx Xxxx & Xxxxxxxx LLP, duly executed New York counsel for the Borrower, substantially in the form of Exhibit B, and delivered by covering such other matters relating to the Borrower and this Amendment as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the Agent and authorization by the Banks constituting Majority Banks; (ii) the certificate Borrower of the secretary or assistant secretary of transactions contemplated hereby and any other legal matters relating to the Borrower certifying as to or the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedtransactions contemplated hereby, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 all in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agentits counsel. (d) The Borrower Administrative Agent shall have paidreceived a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or otherwise reimbursed the Banks for, the outstanding fees and expenses a Financial Officer of the Bank Financial Consultant Borrower, confirming the representations and the Agent's legal counsel presented to the Borrower up through the date warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement. (e) The Borrower Administrative Agent shall make a prepayment have received (i) all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under any Loan Document, (ii) all accrued and unpaid interest, commitment fees and participation fees under the Existing Credit Agreement and (iii) the prepayments, if any, required to be made pursuant to Section 7 hereof. (f) The Collateral and Guarantee Requirement shall be satisfied. The Collateral Agent (or its counsel) shall have received, from each of the Borrower and the Banks in the amount of $1,000,000.00 which shall be applied Subsidiaries that are parties to the repayment Existing Collateral Agreement (and any other Material Subsidiaries that are required to become parties thereto in order to satisfy the Collateral and Guarantee Requirement), a counterpart of an amendment and restatement of the Existing Extensions of Credit Collateral Agreement substantially in the manner form of Exhibit C hereto signed on behalf of such party. (g) The Administrative Agent shall have received all documentation and in other information reasonably requested by it to satisfy the order requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. (h) After giving effect to the transactions contemplated hereby, the total Commitments shall not be less than $1,000,000,000; provided that the condition set forth in Section 3.2 this paragraph may be waived by the Borrower. The Administrative Agent shall notify the Borrower and the Lenders of the Credit AgreementRestatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied (or waived by the Restatement Lenders) at or prior to 3:00 p.m., New York City time, on July 15, 2011 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).

Conditions. The effectiveness of this Agreement shall be conditioned upon On the followingClosing Date: (a) The following documents Administrative Agent shall have been duly authorized received a Borrowing Request as required by Section 2.02. (b) The representations and executed by the parties thereto, warranties set forth in Article III and in each other Loan Document shall be true and correct in full force all material respects on and effect as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date. (c) At the time of and immediately after the issuance of the Loans, no default shall exist thereunder, and the Borrower Default or Event of Default shall have delivered original counterparts thereof to occurred and be continuing. (d) The Administrative Agent shall have received, on behalf of itself, the Agent: Lenders, a favorable written opinion of (i) this AgreementXxxxxx & Xxxxxxx, duly executed LLP, counsel for Holdings and delivered by the Borrower, in form and substance satisfactory to the Administrative Agent and the Banks constituting Majority Banks; (ii) Holland & Xxxx LLP, local counsel for Holdings and the certificate of the secretary or assistant secretary of the Borrower certifying as Borrower, in form and substance satisfactory to the incumbency and genuineness of the signature of Administrative Agent, in each officer of such Person executing Loan Documents to which it is a party and certifying that: case, (A) dated the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the AgentClosing Date, (B) addressed to the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions. (e) All legal matters incident to this Agreement, the Loans and the other Loan Documents shall be satisfactory to the Lenders and to the Administrative Agent. (f) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, if there has been no change in such documents since the Initial Closing Date, a certificate of the Secretary or other appropriate officer acceptable to the Administrative Agent of each Loan Party to that effect, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Person have not Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, or, if there has been amended, modified or repealed no change in such documents since the date delivered Initial Closing Date, a statement to the Agentthat effect, and (CB) that attached thereto is true, correct a true and complete copy of resolutions duly adopted by the Board of Directors of such Person Loan Party authorizing the execution execution, delivery and delivery performance of this Agreementthe Loan Documents to which such Person is a party and, in the case of the Borrower, the docHarbor Pledge Agreement borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the docHarbor Security Agreement; certificate or articles of incorporation of such Loan Party 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 any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) an initial 13a 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 and (iv) such other documents as the Lenders or the Administrative Agent may reasonably request; and. (g) The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of this Section 4.01, which certification may be made in the Borrowing Request. (h) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-week cash flow projection (the "Initial Cash Flow Projection") for of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document. (i) Except as set forth in Section 5.13, the Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and its Domestic Subsidiaries shall be in full force and effect on the Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each executed Security Document. (j) The Lenders shall have received the financial statements and opinion referred to in Section 3.05, none of which shall demonstrate a material adverse change in the financial condition of the Borrower from (and shall not otherwise be materially inconsistent with) the financial statements or forecasts previously provided to the Lenders. (k) The Lenders shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (l) The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated on or prior to the Closing Date and duly executed by a Responsible Officer of Holdings and the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in each case as indicated on such Perfection Certificate, together with copies of November 8the financing statements (or similar documents) disclosed by such search, 2000 and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated. (i) Except as set forth in Section 5.13, each of the Security Documents, in form and substance satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and Majority Banks attached hereto shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02, (iii) each of such Security Documents shall have been filed and recorded in the recording office as Exhibit I; specified on Schedule 3.19(c) (or a lender’s title insurance policy, in form and substance acceptable to the Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the docHarbor Budget Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Lenders. (n) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Administrative Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness consummation of the transactions set forth in Sections 3 through 5 of this Agreement shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized received from each of Holdings, the Borrower and executed the Required Restatement Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Xxxxxxx XxXxxxxxx LLP, counsel for the Loan Parties, substantially in the form of Exhibit B-1, and (ii) XxXxxxx Xxxx Xxxxxxx Xxxxxxxx, Virginia counsel for the Loan Parties, substantially in the form of Exhibit B-2, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the parties theretoLoan Parties, the Loan Documents or the Transactions as the Required Restatement Lenders shall be in full force and effect and no default shall exist thereunder, reasonably request. Holdings and the Borrower hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have delivered original counterparts thereof received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the Agent: (i) this Agreementorganization, duly executed existence and delivered by the Borrowergood standing of each Loan Party, the Agent and the Banks constituting Majority Banks; (ii) the certificate authorization of the secretary or assistant secretary of the Borrower certifying as Transactions and any other legal matters relating to the incumbency and genuineness of Loan Parties, the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) or the articles of incorporation of such Person have not been amendedTransactions, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 all in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agentits counsel. (d) The Borrower Administrative Agent shall have paidreceived a certificate, dated the Effective Date and signed by the President, a Vice President or otherwise reimbursed a Financial Officer of each of Holdings and the Banks forBorrower, confirming compliance with the outstanding fees conditions set forth in paragraphs (a) and expenses (b) of Section 4.02 of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Restated Credit Agreement. (e) The Borrower Administrative Agent shall make a prepayment 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 Loan Party hereunder or under any other Loan Document. (f) The Collateral Agent shall have received (i) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement after giving effect to the Transactions, (ii) a completed Perfection Certificate dated the Effective Date and signed by an executive officer or Financial Officer of the Borrower and (iii) all documents and instruments necessary to create or perfect the Liens intended to be created under the Pledge Agreement after giving effect to the Transactions. (g) The Collateral Agent shall have received (i) to the extent requested by the Collateral Agent, amendments to each Mortgage executed in connection with the Existing Credit Agreement providing that the Tranche A Term Loans, Tranche B Term Loans, Delayed Draw Term Loans and Revolving Exposure of each Lender (in addition to the other Obligations) shall be secured by a Lien on each Mortgaged Property, signed on behalf of the record owner of such Mortgaged Property and (ii) a policy or policies of title insurance or a title endorsement to an existing title insurance policy, issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Restatement Lenders may reasonably request. (h) A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall have been delivered by each party thereto. The Administrative Agent shall notify the Borrower and the Banks in Lenders of the amount of $1,000,000.00 which Effective Date, and such notice shall be applied to conclusive and binding. Notwithstanding the repayment foregoing, the consummation of the Existing Extensions of Credit in the manner and in the order transactions set forth in Section 3.2 Sections 3 through 5 of this Agreement and the obligations of the Credit AgreementTranche A Lenders to make Tranche A Term Loans, the Tranche B Lenders to make Tranche B Term Loans, the Delayed Draw Lenders to make Delayed Draw Term Loans and the New Revolving Lenders to make New Revolving Commitments hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 7 below) at or prior to 5:00 p.m., New York City time, on November 3, 2004 (and, in the event such conditions are not so satisfied or waived, the Tranche A Commitments, Tranche B Commitments, Delayed Draw Commitments and New Revolving Commitments shall terminate at such time).

Conditions. The effectiveness of this Agreement shall be conditioned upon Amendment is subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Lenders shall have been received this Amendment (and any other documents necessary to evidence the transactions relating thereto) duly authorized and executed by the parties theretoBorrower and the Guarantors, as applicable; (b) No Default or Event of Default shall be in full force and effect and no default shall exist thereunderexist; (c) In consideration for the execution of the Amendment by the Lenders, and the Borrower shall have delivered original counterparts thereof pay, concurrently with their execution hereof, an amendment fee equal to five hundredths of one percent (5 bps.) of the Total Commitments prior to the Agent:exercise of the accordion facility under Section 2.24 of the Credit Agreement which increased the Aggregate Commitment Amount from $260,000,000 to $300,000,000. Such consent and Amendment fee shall be paid to the Administrative Agent for payment to the Lenders on a pro rata basis. (id) this Agreement, duly executed and delivered by the Borrower, the The Administrative Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary shall have received a resolution of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this AgreementAmendment and all transactions related thereto, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit Iits counsel; (ive) The Administrative Agent shall have received an incumbency certificate with respect to the docHarbor Budget officer(s) of Borrower executing the Amendment, and certificates of existence for the Borrower and the Guarantors; (f) The Administrative Agent shall have received a favorable written opinion of X. Xxxxxxx Xxxx, Vice President, General Counsel and Secretary of the Borrower, addressed to the Administrative Agent and the Lenders, and covering such matters relating to the Amendment and the transactions contemplated thereby in form and substance satisfactory to the Administrative Agent and Majority Banksits counsel; and (vg) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory certified copies of all consents, approvals or authorizations, required to Agent, that upon such filings be made or obtained in connection with the execution and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses delivery of the Bank Financial Consultant and Amendment or the Agent's legal counsel presented to the Borrower up through the date of this Agreementtransactions contemplated thereby. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement shall be conditioned upon Amendment is subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent and the Lenders shall have been duly authorized received a counterpart of this Amendment (and executed by any other documents necessary to evidence the parties transactions relating thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent Guarantors, each of the Lenders and the Banks constituting Majority BanksAdministrative Agent; (iib) the certificate The Administrative Agent shall have received a certificate, dated as of the secretary or assistant secretary date hereof and signed by a Responsible Officer of the Borrower certifying as in the form of Exhibit A attached hereto; (c) No Default or Event of Default shall exist (other than the Specified Event of Default); (d) The Administrative Agent shall have received, for itself and on behalf of SunTrust Xxxxxxxx Xxxxxxxx, Inc. (“STRH”) and the Lenders, the fees and expenses contemplated by (i) that certain engagement letter dated December 1, 2010 between STRH and the Borrower, and such fees shall have been paid to the incumbency Lenders and genuineness (ii) Section 4 hereof; (e) The Administrative Agent shall have received a resolution of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person Borrower authorizing the execution and delivery of this AgreementAmendment and all transactions related thereto, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit Iits counsel; (ivf) The Administrative Agent shall have received an incumbency certificate with respect to the docHarbor Budget officers of the Borrower executing the Amendment, and certificates of existence for the Borrower and the Guarantors; (g) The Administrative Agent shall have received a favorable written opinion of Xxx X. Xxxxxxx, Xx., Vice President, General Counsel and Secretary of the Borrower, addressed to the Administrative Agent and the Lenders, and covering such matters relating to the Amendment and the transactions contemplated thereby in form and substance satisfactory to the Administrative Agent and Majority Banksits counsel; (h) The Administrative Agent shall have received certified copies of all consents, approvals or authorizations, required to be made or obtained in connection with the execution and delivery of the Amendment or the transactions contemplated thereby; and (vi) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory to such other documents as the Administrative Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses on behalf of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this AgreementLenders, may reasonably request. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness willingness of this the Agent and the Lenders to amend the Credit Agreement is subject to the satisfaction of the following conditions precedent: A. The Borrower shall cause the Note Purchase Agreement to be conditioned upon amended; such amendment to be substantially in the form attached as Annex I hereto. B. The Borrower shall have executed and delivered to the Agent (or shall have caused to be executed and delivered to the Agent by the appropriate persons) the following: 1. On or before the date hereof: (a) This Amendment; (b) The following documents shall have been duly authorized and Confirmation of Guaranty executed by the parties thereto, shall be in full force Guarantors; and (c) True and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: complete copies of (i) this Agreement, duly executed any required stockholders' and/or directors' consents and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) any resolutions required for the certificate due authorization of the secretary or assistant secretary execution, delivery and performance by the Borrower of this Amendment, certified by a duly authorized officer of the Borrower certifying as to the incumbency and genuineness Borrower. (d) A fully-executed copy of the signature amendment to Note Purchase Agreement (which amendment shall be substantially in the form attached as Annex I hereto), together with any required director consents and resolutions required for the due authorization of each the execution, delivery and performance of such amendment, certified by a duly authorized officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the AgentBorrower, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by an intercreditor agreement among the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement Lenders and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8Senior Noteholders, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this AgreementLenders. (e) The Borrower favorable opinion of White & Case LLP, special counsel to the Borrower, which opinion shall make a prepayment be in form and substance reasonably satisfactory to the Agent and its counsel. 2. Such other supporting documents and certificates as the Banks Agent, any Lender or their counsel may reasonably request within the time period(s) reasonably designated by the Agent, such Lender or their counsel. C. All legal matters incident to the transactions hereby contemplated shall be reasonably satisfactory to the Agent's counsel and to the Lenders' counsel. D. The Borrower shall have paid to the Agent a fully-earned non-refundable amendment fee in an amount equal to 0.5% of the Commitment amount of $1,000,000.00 which shall be applied each Lender who returns its executed signature page to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit AgreementAgent on or before 4:00 p.m. (EST) on March 28, 2003.

Conditions. The effectiveness willingness of this the Agent and the Lenders to amend the Credit Agreement and grant the foregoing consents, is subject to the following conditions precedent and subsequent (in addition to the conditions set forth or referred to in SECTION II above): A. The Borrower shall have executed and delivered to the Agent (or shall have caused to be conditioned upon executed and delivered to the Agent by the appropriate persons) the following: 1. On or before the date hereof: (a) The following documents shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent:This Amendment. (ib) this AgreementThe attached Joinder, duly authorized, executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks;'s Subsidiaries. (iic) the certificate The Contribution Agreement. (d) True and complete copies of any stockholders' consents and/or resolutions of the secretary board of directors or assistant secretary other governing body of each company (provided that delivery of the Borrower certifying as to resolutions from the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedParent's board may be deferred until no later than January 6, modified or repealed since the date delivered to the Agent2001), (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement Amendment and the docHarbor Security Agreement;Acquisition Documents the execution and delivery of any and all other Documents contemplated hereby and all documents contemplated thereby, in each case certified by the Manager or Secretary of the appropriate Company, as appropriate. (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower 2. Such other supporting documents and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent or its counsel may reasonably requests. (brequest, within the time period(s) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received reasonably designated by the Agent or its counsel. B. The Agent and the Agent Lenders shall have received evidence satisfactory the favorable opinion of general counsel to Agentthe Borrower, that upon its Subsidiaries and the Parent as to the due authorization, execution and delivery of this Amendment and the other Documents, the enforceability thereof, the absence of conflict thereof with material contracts and such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could other matters as may be reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to requested by the Agent. (d) The C. In consideration for the amendments and consents provided herein, the Borrower shall have paidpaid (1) to CIBC, or otherwise reimbursed the Banks fora non-refundable amendment fee of $54,625, the outstanding fees and expenses of the Bank Financial Consultant and (2) to the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make , a prepayment to the Agent and the Banks non-refundable facility fee in the amount of $1,000,000.00 which 61,125, for CIBC's account, and $225,000, for Bankers Trust Company's account. D. All legal matters incident to the transactions hereby contemplated shall be applied reasonably satisfactory to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit AgreementAgent's counsel.

Conditions. The effectiveness amendments set forth in Section 2 shall become effective on the date (“Amendment Effective Date”) when each of this Agreement shall be conditioned upon the following:following conditions has been satisfied (or waived by the Consenting Lenders): (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of each Other Principal Document to be executed on the Amendment Effective Date, as applicable, signed on behalf of each party thereto or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page) that the applicable parties to each Other Principal Document to be executed on the Amendment Effective Date have signed a counterpart of each such Other Principal Document. (c) The Administrative Agent shall have received, on behalf of itself, the Lenders and executed by the parties theretoeach Issuing Bank, shall be in full force and effect and no default shall exist thereundera written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, and the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) foreign counsel as specified on Schedule 2 attached hereto, in each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent and Lenders and (c) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and each of Holdings, each Borrower and each Subsidiary Loan Party hereby instructs its counsel to deliver such opinions. (d) The Administrative Agent shall have delivered original counterparts received a Borrowing Base Certificate, setting forth the Global Borrowing Base and each component thereof (giving effect to the AgentAmended Credit Agreement), dated as of not earlier than 30 days prior to the Amendment Effective Date. Such Borrowing Base Certificate shall be based on the Borrowing Base Certificate most recently delivered pursuant to Section 5.04(f) of the 2013 Credit Agreement, updated to give pro forma effect to the transactions contemplated by this Agreement. (e) At least three Business Days prior to the Amendment Effective Date, the Administrative Agent shall have received all documentation and other information related to the New German Borrower and the New German Subsidiary Guarantor reasonably requested in writing by the Administrative Agent at least 10 Business Days prior to the Amendment Effective Date and required under “know your customer” and anti-money laundering rules and regulations. (f) The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary or a director or similar officer of each Borrower and the New German Subsidiary Guarantor dated the Amendment Effective Date and certifying: (i) this Agreementa copy of the certificate or articles of incorporation, duly executed certificate of limited partnership, certificate of formation or other equivalent constituent and delivered governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation or limited liability company, certified as of a recent date by the BorrowerSecretary of State (or other similar official) (where such certification is available in such Loan Party’s jurisdiction of organization) of the jurisdiction of its organization, (2) in case of a German Loan Party, certified (beglaubigt) by the Agent commercial register (Handelsregister) or a German notary, accompanied by an up-to-date (not older than 15 days) electronic excerpt of the commercial register (elektronischer Handelsregisterauszug) and a copy of the Banks constituting Majority Banks;current list of shareholders, or (3) otherwise certified by the Secretary or Assistant Secretary or (in the case of a U.K. Loan Party) a director of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, in each case with a certification that such governing document has not been amended since the date of the last amendment disclosed pursuant to this subclause (f)(i), (ii) the a certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of good standing (to the signature of each officer extent such concept or a similar concept exists under the laws of such Person executing jurisdiction) of such Loan Documents to which it Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a party true and certifying that: (A) the articles complete copy of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws (or memorandum and articles, partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Person have not been amended, modified or repealed Loan Party as in effect on the Amendment Effective Date and at all times since a date prior to the date delivered to of the Agent, and resolutions described in clause (Civ) below, (iv) that attached thereto is true, correct a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Person Loan Party (or its managing general partner or managing member) authorizing the execution execution, delivery and delivery performance of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries Loan Documents dated as of November 8the Amendment Effective Date to which such Loan Party is a party and, 2000 in form the case of the New German Borrower, any borrowings under the Amended Credit Agreement, and substance satisfactory to that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; andAmendment Effective Date, (v) if required in order to duly authorize the Loan Documents with respect to any Foreign Subsidiary Loan Party, a copy of a resolution signed by all the holders of the issued shares in such Foreign Subsidiary Loan Party, approving the terms of, and the transactions contemplated by, the Loan Documents to which such Foreign Subsidiary Loan Party is a party, (vi) as to the incumbency and specimen signature of each officer executing any Loan Document or any other documentsdocument delivered in connection herewith on behalf of such Loan Party, certificates and instruments and (vii) as to the Agent reasonably requestsabsence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party. (bg) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory a solvency certificate substantially in the form of Exhibit B to Agentthe 2013 Credit Agreement signed by a Financial Officer of Holdings confirming the solvency of Holdings, that upon such filings the U.S. Borrower and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawthe Subsidiaries on a consolidated basis on the Amendment Effective Date. (ch) Since September 15, 2000, no event which has had, The Administrative Agent shall have received all amounts due and payable pursuant to Section 9.05 of the Amended Credit Agreement on or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing prior to the Agent. Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (d) The Borrower shall have paidincluding reasonable fees, or otherwise reimbursed the Banks for, the outstanding fees charges and expenses disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and all foreign counsel of the Bank Financial Consultant and Administrative Agent) required to be reimbursed or paid by the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment Loan Parties under Section 9.05 of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Amended Credit Agreement.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingdate on which all of the conditions set forth in this Section 4 have been satisfied: (a) The following documents Administrative Agent shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original received counterparts thereof to the Agent: (i) of this Agreement, Agreement duly executed and delivered by the Borrower, the Agent Guarantors, the Lenders and the Banks constituting Majority Banks;Administrative Agent. (iib) The Administrative Agent shall have received UCC and, as appropriate, tax and judgment lien search results against the certificate Loan Parties and their Property evidencing the absence of Liens thereon, except for Permitted Liens. (c) The Administrative Agent shall have received a customary opinion of Mxxxxxxx & Fxxxxxxx LLP, as primary counsel to the Loan Parties, and Gxxxxx & Rxxx LLP, local counsel to the Loan Parties in the State of Alaska, in each case, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received copies of the secretary Organization Documents of each Loan Party, certified in each instance by its President, Secretary, Assistant Secretary, Chief Financial Officer or assistant secretary other officer reasonably acceptable to the Administrative Agent and, with respect to Organization Documents filed with a Governmental Authority, by the applicable Governmental Authority. (e) The Administrative Agent shall have received copies of resolutions of the Borrower certifying as to the incumbency and genuineness of the signature governing body of each officer Loan Party authorizing the execution, delivery and performance of such Person executing this Agreement and the other Loan Documents to which it is a party and certifying that: (A) the articles consummation of incorporation the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such Person have not been amendeddocuments on such Loan Party’s behalf, modified all certified in each instance by its President, Secretary, Assistant Secretary, Chief Financial Officer or repealed since the date delivered other officer reasonably acceptable to the Administrative Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (bf) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory copies of the certificates of good standing, or nearest equivalent in the relevant jurisdiction, for each Loan Party (dated no earlier than thirty (30) days prior to Agentthe First Amendment Effective Date) from the office of the secretary of state or other appropriate governmental department or agency of the jurisdiction of its formation, that upon such filings and recordationsincorporation or organization, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawas applicable. (cg) Since September 15The Administrative Agent shall have received a certification from the Borrower’s President, 2000Secretary, no event which has hadAssistant Secretary, Chief Financial Officer or could other officer reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing acceptable to the AgentAdministrative Agent as to the satisfaction of the conditions set forth in Sections 5(e) and 5(f). (dh) The Borrower Administrative Agent shall have paidreceived a Notice of Borrowing required by Section 2.5 of the Amended Credit Agreement for the Credit Event with respect to the Term Loans made on the date hereof. (i) The Administrative Agent shall have received (i) for itself, or otherwise reimbursed Fifth Third Bank, and the Banks forLenders, any reasonable and documented out-of-pocket fees owing to itself, Fifth Third Bank, and the outstanding Lenders that are required to be paid on the First Amendment Effective Date and (ii) payment for all reasonable and documented out-of-pocket expenses of the Administrative Agent and Fifth Third Bank (including the reasonable and documented out-of-pocket fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented (including any special or local counsel)) to the Borrower up through extent invoiced not later than one (1) Business Day prior to the First Amendment Effective Date, in the case of each of clauses (i) and (ii) above, which amounts may be offset against the proceeds of the Term Loans made on the date of this Agreementhereof. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective on the followingdate in which the following conditions precedent have been satisfied or waived: (a) The following documents this Agreement shall have been duly authorized and executed by each Loan Party, Administrative Agent, and Required Lenders; (b) the parties thereto, representations and warranties in this Agreement shall be true and correct in full force all material respects on and effect and no default shall exist thereunderas of the date of this Agreement, and the Borrower shall have delivered original counterparts thereof except to the Agent: extent that (i) this Agreementany of them speak to a different specific date, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; or (ii) the certificate facts on which any of the secretary them were based have been changed by transactions contemplated or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted permitted by the Board Term Loan Agreement; (c) after giving effect to this Agreement, no Default or Event of Directors of such Person authorizing Default shall exist; (d) Borrower shall have provided evidence reasonably satisfactory to Administrative Agent that, simultaneously with the execution and delivery effectiveness of this Agreement, the docHarbor Pledge provisions of the Revolving Credit Agreement will have been amended or waived to the extent necessary to correspond to the amendments and waivers set forth in this Agreement and to provide for not less than $250 million of the docHarbor Security Revolving Credit Facility Loans to be recharacterized as non-revolving term debt; (e) Administrative Agent shall have received an officer’s certificate executed by a Responsible Officer of Borrower certifying resolutions of the board of directors of Borrower authorizing the transactions contemplated by this Agreement; (iiif) an initial 13-week cash flow projection Borrower shall have paid to Administrative Agent all expenses of Administrative Agent (including attorneys’ fees of counsel to Administrative Agent) incurred in connection with this Agreement and the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit Iother Loan Documents; (ivg) Administrative Agent and Bank of America, N.A., as administrative agent under the docHarbor Budget Revolving Credit Agreement and as Collateral Agent, shall have entered into an amendment to, or an amendment and restatement of, the Intercreditor Agreement; (h) Borrower shall have caused Collateral Agent to have “control” (as defined in form and substance the Uniform Commercial Code, as adopted in each applicable jurisdiction) in a manner satisfactory to Collateral Agent over all of Borrower’s and its Subsidiaries’ deposit accounts and investment property (other than deposit accounts specially and exclusively used for payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Borrower’s or its Subsidiaries’ salaried employees and other accounts holding only Restricted Cash); provided that the foregoing shall not apply to deposit accounts held at SunTrust Bank not to exceed $10,000,000 at any time (which Borrower shall cause Collateral Agent and Majority Banksto have “control” within ten (10) Business Days following the Fourth Amendment Effective Date the failure of which shall be an immediate Event of Default); and (vi) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Administrative Agent shall have received evidence satisfactory received, for the benefit of each Lender executing and delivering this Agreement to Agentcounsel to Administrative Agent by 12:00 noon (New York time) on January 16, that upon such filings and recordations2008, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing an amendment fee equal to the Agent. product of (di) The Borrower shall have paidthe amount of such Lender’s Loan on the effective date of, or otherwise reimbursed the Banks forand after giving effect to, the outstanding this Agreement, times (ii) 0.40%, and all other fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented payable to the Borrower up through the date of Administrative Agent in connection with this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The consummation of the transactions set forth in Sections 3 through 6 of this Agreement, including the obligations of the Tranche D Lenders to make Tranche D Term Loans and the effectiveness of this Agreement the Additional Revolving Commitments, shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following Administrative Agent (or its counsel) shall have received from the Required Restatement Lenders and each of the Holding Companies and the Borrowers either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) General Counsel of BC Holdings, substantially in the form of Exhibit B-1 to this Agreement and (ii) Xxxxxxxx & Xxxxx LLP, counsel for the Loan Parties, substantially in the form of Exhibit B-2 to this Agreement. Each of the Holding Companies and the Borrowers hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Agents or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the Agents and their counsel. (d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the BC Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Restated Credit Agreement, with the same effect as though the Restated Credit Agreement were in effect and the Tranche D Term Loans were being made thereunder. (e) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement 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 Loan Party hereunder or under any other Loan Document. (f) The Collateral and Guarantee Requirement shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, satisfied and the Borrower Administrative Agent shall have delivered original counterparts thereof to the Agent: received (i) a completed Perfection Certificate dated the Restatement Effective Date and signed by an executive officer or Financial Officer of each of the Borrowers, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agents that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Restated Credit Agreement or have been released and (ii) to the extent requested by the Administrative Agent, (A) amendments to each Mortgage executed in connection with the Existing Credit Agreement providing that the Tranche D Term Loans of each Lender and any Revolving Exposure attributable to the Additional Revolving Commitments (in addition to other Obligations) shall be secured by a Lien on each Mortgaged Property and (B) a policy or policies of title insurance or title endorsement to an existing title insurance policy, issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Administrative Agent or the Required Restatement Lenders may reasonably request. Without limiting the generality of the foregoing, the Administrative Agent shall have received a counterpart of a Reaffirmation Agreement, substantially in the form of Exhibit C to this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature on behalf of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsParty. (bg) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory to Agent, that upon such filings the insurance required by Section 5.07 of the Restated Credit Agreement and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawthe Security Documents is in effect. (ch) Since September 15The Administrative Agent shall have received from the BC Borrower (i) an amount sufficient, 2000together with proceeds of the Tranche D Term Loans, no event which has hadto make the payments required to be made pursuant to Section 3(d) hereof and (ii) an amount sufficient, or could reasonably together with proceeds of any Revolving Loans made under the Restated Credit Agreement on the Restatement Effective Date, to make the payments required to be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agentmade under Section 4(b) hereof. (di) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order conditions set forth in Section 3.2 4.02 of the Restated Credit AgreementAgreement shall be satisfied with the same effect as though the Restated Credit Agreement were in effect and the Tranche D Term Loans were being made thereunder. (j) The Administrative Agent shall have received all documentation and other information requested by it to satisfy the requirements of bank regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including the USA Patriot Act. The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 through 6 of this Agreement and the obligations of the Tranche D Lenders to make Tranche D Term Loans hereunder and the effectiveness of the Additional Revolving Commitments, in each case shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 8 below) at or prior to 5:00 p.m., New York City time, on April 18, 2005 (and, in the event such conditions are not so satisfied or waived, the Tranche D Commitments shall terminate at such time).

Conditions. The effectiveness of this Agreement shall be conditioned upon is subject to the following:satisfaction of the following conditions precedent (the date on which such effectiveness occurs, the “Forbearance Effective Date”): (a) The following documents the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Guarantors, the Administrative Agent and the Majority Lenders; (b) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 7 hereof are true and correct in all respects; (c) the Administrative Agent and the Forbearing Lenders (and their respective advisors) shall have been duly authorized and executed paid all expenses required to be paid hereunder or under any other Credit Document to the extent invoiced at least two (2) Business Days prior to the Forbearance Effective Date; (d) receipt by the parties theretoAdministrative Agent of a forbearance agreement in form and substance reasonably acceptable to the Administrative Agent and the lenders party thereto (and their respective advisors) (i) under the 2016 Term Loan Agreement with respect to the interest payment due thereunder on May 29, 2020 and any other related defaults or events of default thereunder (such forbearance agreement, the “2016 Term Loan Forbearance Agreement”) and (ii) under the First Lien First Out Credit Agreement with respect to any cross event of default related to the interest payments due under the Credit Agreement and the 2016 Term Loan Agreement on May 29, 2020 and any other related defaults or events of default thereunder (such forbearance agreement, the “First Lien First Out Forbearance Agreement”); and (e) the Borrower shall be in full force and effect and no default shall exist thereunderhave requested a current copy of the Register and, and to the extent a copy of the Register is actually received by the Borrower prior to the satisfaction of all other conditions precedent to the Forbearance Effective Date, the Borrower shall have delivered original counterparts thereof such copy to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsXxxxx Xxxx. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness availability of this Agreement the severance payments and other benefits described above shall be conditioned upon subject to the following: (a) The following documents shall have been duly authorized and executed execution by the parties theretoapplicable employee of a Release and, shall in the case of Executives, employees covered by paragraph 1(c) under “Severance Payments” above and such other employees as may be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof designated from time to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted time by the Board of Directors Directors, a Non-Competition Agreement. I, «Employee_Name» (Employee Number:«Employee_Number»), do freely and voluntarily enter into this WAIVER AND RELEASE AGREEMENT (“Agreement”), intending to be legally bound, according to the terms set forth below. I acknowledge that my employment with any and all of such Person authorizing (the “Company”) and its affiliates (together with the Company, the “Employers”) has been terminated. I acknowledge that my Employer has agreed to pay me severance as follows: *. I acknowledge that this sum represents an additional payment to me, over and above all compensation (including salary, wages, bonuses or benefits) to which I am entitled, due to my employment and the termination of my employment. I acknowledge that if I become re-employed with or any of its affiliates in any category of employment prior to actual receipt of any portion of the severance pay benefit, severance pay will be canceled. For this valuable consideration, I hereby agree and state as follows: 1. I, individually and on behalf of my successors, heirs and assigns, release, waive and discharge the Employers, and any of their parents, subsidiaries, or otherwise affiliated corporations, partnerships or business enterprises, and their respective present and former directors, shareholders, employees, and assigns (hereinafter “Released Parties”), from any and all causes of action, claims, charges, demands, losses, damages, costs, attorneys’ fees and liabilities of any kind that I may have or claim to have, in any way relating or arising out of any act of commission or omission from the beginning of time through the date of my execution and delivery of this Agreement; provided, however, nothing contained herein shall release any claim I may have for indemnification by any Employer for claims asserted against me by any third party for acts performed within the scope of my duties as an officer or employee of the Employer under the Employer’s charter or bylaws. This release includes, but is not limited to: a. Claims under federal, state, or local laws prohibiting age, sex, race, national origin, disability, religion, sexual orientation, marital status, retaliation, or any other form of discrimination, or mistreatment, such as, but not limited to, the docHarbor Pledge Agreement Age Discrimination in Employment Act, (29 X.X.X.X §000 et seq), Title VII of the Civil Rights Act of 1964, Civil Rights Act of 1991, 42 U.S.C. §1981, §1985, §1986 the Americans with * Specify amount of severance, that payroll taxes and other witholdings will be deducted and whether to be paid in lump sum or over time (specifying period). Disabilities Act, and the docHarbor Security AgreementNational Labor Relations Act, as amended, 29 U.S.C. §151, et seq; (iii) an initial 13-week cash flow projection (b. Intentional or negligent infliction of emotional distress, defamation, invasion of privacy, and other tort claims; c. Breach of express or implied contract claims; d. Promissory estoppel claims; e. Retaliatory discharge claims; f. Wrongful discharge claims; g. Breach of any express or implied covenant of good faith and fair dealing; h. Constructive discharge; i. Claims arising out of or related to any applicable federal and state constitutions; j. Claims for compensation, including without limitation, any wages, bonus payments, options, on call pay, overtime pay, commissions, and any other claim pertaining to local, state or federal wage and hour or other compensation laws, such as, but not limited to, the "Initial Cash Flow Projection") for Worker Adjustment and Retraining Xxxxxxxxxxxx Xxx, 00 X.X.X. §0000, et seq, and the Borrower and its Domestic Subsidiaries dated Fair Labor Standards Act, as of November 8amended, 2000 in form and substance satisfactory 29 U.S.C. §201, et seq.; k. Fraud, misrepresentation, and/or fraudulent inducement; l. Claims made under or pursuant to the Agent and Majority Banks attached hereto as Exhibit I; (iv) any severance plan or program maintained by any of the docHarbor Budget in form and substance satisfactory to the Agent and Majority BanksReleased Parties; and (v) such other documents, certificates m. Other legal and instruments as equitable claims regarding my employment or the Agent reasonably requeststermination of employment. (b) All filings 2. I hereby warrant and recordations represent that are necessary I have not filed or caused to perfect the security interests be filed any charge or claim against any Released Party with any administrative agency, court of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, law or other tribunal. I agree that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens I am not entitled to priority under applicable lawany remedy or relief if I were to pursue any such claim, complaint or charge. (c) Since September 153. I acknowledge that my last day of employment with Employer was «Termination_Date». 4. I hereby declare that this Agreement constitutes the entire and final agreement between the Released Parties and me, 2000superseding any and all prior agreements, no event which has had, and that the Released Parties have not made any promise or could reasonably be expected to have, a material adverse effect has occurredoffered any other agreement, except as a previously disclosed those expressed in writing this document, to the Agentinduce or persuade me to enter into this Agreement. 5. I hereby acknowledge that I am age forty (d40) The Borrower shall have paidor older. 6. BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT EMPLOYER HAS ADVISED ME TO DISCUSS THIS WAIVER AND RELEASE AGREEMENT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT. I acknowledge and agree that the Released Parties are not responsible for any of my costs, expenses, and attorney’s fees, if any, incurred in connection with any claim or otherwise reimbursed the Banks for, the outstanding fees review and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date signing of this Agreement. 7. I acknowledge and state that I have been given a period of at least [21 days for individual job elimination/lay off or 45 days for group reduction in force] days in which to consider the terms of this Agreement. 8. I understand that I have the right to revoke this Agreement at any time within seven (e7) The Borrower days after signing it, by providing written notice to , at , and this Agreement is not effective or enforceable until the seven (7) day revocation period has expired. 9. [This section 9 is applicable only to group reductions in force.] I acknowledge that, at least 45 days before I sign this Agreement, the Employer: a. Identified all employees, by age and job title, to whom this severance arrangement has been offered, and b. Identified the group of individuals covered by the severance pay program, eligibility factors for such program and any applicable time limits for such program. 10. I agree not to disclose confidential and proprietary information of any Released Party to any third party, except in response to a valid order of a court or other governmental body of the United States, and only after providing Released Parties notice and an opportunity to respond to such third parties regarding such disclosure. Confidential and proprietary information includes, but is not limited to, identity of customers, vendors and suppliers, marketing methods, prices and business strategies, intellectual property, system designs, computer software, compensation and benefits of employees and other items of employment. 11. Nothing contained herein herein shall make preclude me from receiving amounts held in my name in accordance with the conditions and terms of the 401(k) Savings Plan. 12. I represent and warrant that I have returned all documents relating to my employment with Employer, including, without limitation, all files, training materials, policies and procedures, notebooks, handbooks, customer lists, mailing lists, account information, credit cards, phone cards, cellular phones, automobiles and all other tangible or intangible property belonging to Employer and relating to my employment. I further warrant and represent that I have not retained copies of such property. 13. I agree to cooperate fully with the Released Parties concerning any business or legal matters about which I had knowledge during my employment. 14. I agree that this Agreement is a prepayment to compromise of claims and charges and/or potential claims and charges which are or may be in dispute, and that this Agreement does not constitute an admission of liability or an admission against interest of any Released Party. 15. In the Agent and event this Agreement becomes effective, it may be used solely by the Banks in parties for the amount purposes of $1,000,000.00 which enforcing its terms. 16. In the event I violate or otherwise breach this Agreement, I shall be applied subject to legal and injunctive relief and shall be liable for the repayment reasonable costs and expenses (including attorneys’ fees) incurred by the Released Parties in connection with enforcement of this Agreement. 17. This Agreement becomes null and void and of no further force or effect if Employer does not receive the executed Agreement by «Return_Date» [Seven calendar days from the later of either (a) expiration of the Existing Extensions Older Worker’s Benefit Protection Act 21 or 45 day time period or (b) termination of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreementemployment date].

Conditions. The effectiveness consummation of the transactions set forth in Sections 3 through 5 of this Agreement shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized received from each of Holdings, the Borrower and executed the Required Restatement Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; provided that any of the Renewing Tranche D Lenders, Additional Tranche D Lenders, Renewing Tranche E Lenders or Additional Tranche E Lenders may become a party hereto by signing counterparts of Joinder Agreements instead of counterparts of this Agreement. (b) The Administrative Agent shall have received a favorable written opinion (addressed to the parties theretoAdministrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Xxxxxxx XxXxxxxxx LLP, counsel for the Loan Parties, substantially in the form of Exhibit B-1, (ii) Flippin Xxxxxxxx Xxxxx Xxxxxxxxxx & Xxxxxx, Virginia counsel for the Loan Parties, substantially in the form of Exhibit B-2 and (iii) Xxxxxxx XxXxxxxxx LLP, special New York counsel for the Loan Parties, substantially in the form of Exhibit B-3, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions as the Required Restatement Lenders shall be in full force and effect and no default shall exist thereunder, reasonably request. Holdings and the Borrower hereby request such counsel to deliver such opinions. (c) The Administrative Agent shall have delivered original counterparts thereof received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the Agent: (i) this Agreementorganization, duly executed existence and delivered by the Borrowergood standing of each Loan Party, the Agent and the Banks constituting Majority Banks; (ii) the certificate authorization of the secretary or assistant secretary of the Borrower certifying as Restatement Transactions and any other legal matters relating to the incumbency and genuineness of Loan Parties, the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) or the articles of incorporation of such Person have not been amendedRestatement Transactions, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 all in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agentits counsel. (d) The Borrower Administrative Agent shall have paidreceived a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or otherwise reimbursed a Financial Officer of each of Holdings and the Banks forBorrower, confirming compliance with the outstanding fees conditions set forth in paragraphs (a) and expenses (b) of Section 4.02 of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Restated Credit Agreement. (e) The Borrower Administrative Agent shall make a prepayment have received all fees and other amounts due and payable on or prior to the Restatement 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 Loan Party hereunder or under any other Loan Document. (f) The Collateral Agent shall have received (i) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement after giving effect to the Restatement Transactions, (ii) a completed Perfection Certificate dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower and (iii) all documents and instruments necessary to create or perfect the Liens intended to be created under the Pledge Agreement after giving effect to the Restatement Transactions. (g) The Collateral Agent shall have received (i) to the extent requested by the Collateral Agent, amendments to each Mortgage executed in connection with the Existing Credit Agreement providing that the Tranche D Term Loans and Tranche E Term Loans (in addition to the other Obligations) shall be secured by a Lien on each Mortgaged Property, signed on behalf of the record owner of such Mortgaged Property and (ii) a policy or policies of title insurance or a title endorsement to an existing title insurance policy, issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Required Restatement Lenders may reasonably request. (h) A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall have been delivered by each party thereto. The Administrative Agent shall notify the Borrower and the Banks in Lenders of the amount of $1,000,000.00 which Restatement Effective Date, and such notice shall be applied to conclusive and binding. Notwithstanding the repayment foregoing, the consummation of the Existing Extensions of Credit in the manner and in the order transactions set forth in Section 3.2 Sections 3 through 5 of this Agreement and the obligations of the Credit AgreementTranche D Lenders to make Tranche D Term Loans and the Tranche E Lenders to make Tranche E Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 7 below) at or prior to 5:00 p.m., New York City time, on December 5, 2003 (and, in the event such conditions are not so satisfied or waived, the Tranche D Commitments and Tranche E Commitments shall terminate at such time).

Conditions. The effectiveness This Amendment No. 1 shall become effective on the date (the "Amendment Effective Date") each of this Agreement shall be conditioned upon the followingfollowing conditions precedent is satisfied: (a) The following documents the Administrative Agent shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original received counterparts thereof to the Agent: (i) of this Agreement, Amendment No. 1 duly executed and delivered by the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Banks constituting Majority Bankspercentages of Lenders required by the Credit Agreement (and such counterparts of the Lenders held by the Administrative Agent shall be released by the Administrative Agent without any further action by such Lenders); (iib) the Administrative Agent shall have received duly executed originals of a certificate of the secretary Chief Executive Officer or assistant secretary Chief Financial Officer of the Borrower certifying and each other Credit Party, dated as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: date hereof, stating that (A) since November 30, 2002 (i) no event or condition has occurred or is existing which could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change in the articles industry in which the Borrower or such Credit Party operates; (iii) no litigation has been commenced which, if successful, would have a Material Adverse Effect or could challenge any of incorporation the transactions contemplated by the Credit Agreement and the other Loan Documents; (iv) there have been no Restricted Payments made by the Borrower or any of such Person have not its Subsidiaries other than in accordance with the Credit Agreement; and (v) there has been amendedno material increase in liabilities, modified liquidated or repealed since contingent, and no material decrease in assets of the date delivered to the AgentBorrower or any of its Subsidiaries, and (B) all necessary governmental (domestic and foreign) and third party approvals in connection with the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Credit Agreement and the docHarbor Security Agreementtransactions contemplated by this Amendment No. 1 have been obtained and remain in effect; (iiic) an initial 13-week cash flow projection the Administrative Agent shall have received pro forma (after giving effect to the "Initial Cash Flow Projection"transactions contemplated by this Amendment No. 1, including the issuance of the ARC Acquisition Subordinated Notes and the consummation of the ARC Business Acquisition) for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 financial statements in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit Ithe Required Lenders; (ivd) the docHarbor Budget in form Administrative Agent shall have received from the Borrower all fees and substance satisfactory expenses of legal counsel (both foreign and U.S.) to the Administrative Agent and Majority Banksto the extent then invoiced; (e) the Borrower shall have paid in full to the Administrative Agent the Amendment Fee required by Section 4 hereof; and (vf) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents ARC Acquisition Subordinated Notes shall have been received by the Agent issued and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreementoutstanding.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingfirst date (the “2018 Incremental Effective Date”) when each of the following conditions shall have been satisfied: (a) The following the Administrative Agent (or its counsel) shall have received from each Loan Party, the Incremental Term Lender and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (b) the Administrative Agent shall have received any required notice of borrowing of Incremental Term Loans pursuant to Section 2.03 of the Credit Agreement; provided, that such notice of borrowing shall be delivered in accordance with the time periods specified in Section 2.03 of the Credit Agreement or such shorter period as the Administrative Agent may agree; (c) the representations and warranties set forth in Section 5 above shall be true and correct as of the 2018 Incremental Effective Date; (d) the Administrative Agent shall have received a certificate, dated the 2018 Incremental Effective Date and executed by any Financial Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 5 above; (e) the Administrative Agent shall have received, on behalf of itself and the Incremental Term Lender, a favorable written opinion of (A) Wachtell, Lipton, Xxxxx & Xxxx, as New York and Delaware special counsel for the Loan Parties, and (B) McGuireWoods LLP, as Florida and Georgia counsel for the Loan Parties, in each case (i) dated the 2018 Incremental Effective Date, (ii) addressed to the Administrative Agent and the Incremental Term Lender and (iii) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request; (f) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered on the Refinancing and Incremental Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the 2018 Incremental Term Loan contemplated hereby is secured by the Collateral ratably with the existing Term B Loans and Revolving Facility Loans; (g) the Permitted Dividend shall be made on or about the 2018 Incremental Effective Date; (h) any fees and reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP) owing by the Borrowers to the Administrative Agent, the Incremental Term Lender and Citibank, N.A. (the “Lead Arranger”) and invoiced prior to the date hereof shall have been duly authorized and executed by the parties thereto, shall be paid in full force (in the case of any such fees and effect and no default shall exist thereunderreasonable out-of-pocket expenses incurred in connection with this Agreement or the 2018 Incremental Term Loan, and subject to any agreed-upon limits contained in any letter agreement with the Borrower shall have delivered original counterparts thereof to Administrative Agent or the Agent:Lead Arranger, as applicable, or their affiliates entered into in connection with this Agreement or the 2018 Incremental Term Loan); (i) this the Administrative Agent shall have received at least three (3) Business Days prior to the 2018 Incremental Effective Date all documentation and other information required by Section 3.25(a) of the Credit Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of extent such Person executing Loan Documents to which it is a party and certifying that: information has been requested not less than ten (A10) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered Business Days prior to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks2018 Incremental Effective Date; and (vj) such other documents, certificates entry into this Agreement and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests incurrence of the Banks 2018 Incremental Term Loans on the 2018 Incremental Effective Date does not violate, conflict with or result in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agenta breach of, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement, including Section 2.21 thereof.

Conditions. The effectiveness consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by received from each of Holdings, the parties thereto, shall be in full force and effect and no default shall exist thereunder, Borrower and the Borrower shall have delivered original counterparts thereof to the Agent: Restatement Lenders either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Agreement signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence satisfactory to the incumbency and genuineness Administrative Agent (which may include facsimile transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security ) that such party has signed a counterpart of this Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory a favorable written opinion (addressed to Agentthe Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Cleary, that upon Gottlieb, Xxxxx & Xxxxxxxx, counsel for the Borrower, substantially in the form of Exhibit X-x, (ii) Xxxx Xxxxxxxxx P.L.C., Arizona local counsel for the Borrower, substantially in the form of Exhibit B-2, and (iii) Xxxxxxxx, Xxxxx & Xxxxxx LLP, Rhode Island local counsel for the Borrower, substantially in the form of Exhibit B-3, and, in the case of each such filings and recordationsopinion required by this paragraph, covering such security interests constitute valid and perfected first priority security interests and liens thereinother matters relating to the Loan Parties, subject only the Loan Documents or the Restatement Transactions as the Restatement Lenders shall reasonably request. The Borrower hereby requests such counsel to Permitted Liens entitled to priority under applicable lawdeliver such opinions. (c) Since September 15, 2000, no event which has had, The Administrative Agent shall have received such documents and certificates as the Administrative Agent or could its counsel may reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing request relating to the Agentorganization, existence and good standing of each Loan Party, the authorization of the Restatement Transactions and any other customary legal matters relating to the Loan Parties, the Loan Documents or the Restatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (d) The Borrower Each of the conditions set forth in Section 4.02 of the Restated Credit Agreement shall be satisfied, and the Administrative Agent shall have paidreceived a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or otherwise reimbursed the Banks for, the outstanding fees and expenses a Financial Officer of the Bank Financial Consultant Borrower, confirming satisfaction of the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Agent's legal counsel presented to the Borrower up through the date of this Restated Credit Agreement. (e) The Administrative Agent shall have received all fees and other amounts due and payable in connection with this Agreement and the Existing Credit Agreement on or prior to the Restatement Effective Date, including, to the extent invoiced in writing at least two Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (f) The Collateral and Guarantee Requirement shall be satisfied after giving effect to the Restatement Transactions, and in connection therewith the Administrative Agent shall have received (i) a completed Perfection Certificate with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) in the jurisdictions contemplated by the Perfection Certificate and the copies of the financing statements (or similar documents) disclosed by such research and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are expressly permitted by the Restated Credit Agreement, (iii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and the Pledge Agreement (including any supplements thereto), after giving effect to the Restatement Transactions, and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement and the Pledge Agreement and (iv) (A) amendments to each Mortgage with respect to each Mortgaged Property and each Restatement Mortgaged Property providing that the Tranche G Term Loans (in addition to the other Obligations) shall be secured by a Lien on each such Mortgaged Property and Restatement Mortgaged Property, as the case may be, (B) endorsements to existing policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as amended so remains a valid first Lien on the Mortgaged Property or Restatement Mortgaged Property, as the case may be, described therein, free of any other Liens except as expressly permitted by Section 6.02 of the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Restatement Lenders may reasonably request and (C) such surveys, abstracts, appraisals, legal opinions and other documents as the Collateral Agent or the Restatement Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property or Restatement Mortgaged Property, as the case may be. (g) A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall have been executed and delivered by each party thereto. (h) Holdings and the Borrower shall make a prepayment have entered into supplemental indentures to each of the First Lien Note Indenture and the Second Lien Note Indenture reasonably satisfactory to the Administrative Agent, in each case to the extent necessary in order to permit the Restatement Transactions. (i) The Administrative Agent shall be reasonably satisfied that (i) the Borrower has, on and as of the Restatement Effective Date, an aggregate amount of cash sufficient to pay all fees and expenses in connection with the Restatement Transactions, including all tender premiums, fees and expenses in connection with the purchase of First Lien Notes and Second Lien Notes pursuant to the Tenders, and (ii) the aggregate amount of such fees and expenses shall not exceed $90,000,000. The aggregate amount of such cash held by the Borrower on and as of the Restatement Effective Date shall, together with the proceeds of the Tranche G Term Loans, be sufficient to consummate the Tenders with respect to $130,000,000 aggregate principal amount of First Lien Notes and $195,000,000 aggregate principal amount of Second Lien Notes, to prepay the Tranche F Term Loans and to pay all fees and expenses payable in connection with the Restatement Transactions. The Administrative Agent shall notify the Borrower and the Banks in Restatement Lenders of the amount of $1,000,000.00 which Restatement Effective Date, and such notice shall be applied to conclusive and binding. Notwithstanding the repayment foregoing, the consummation of the Existing Extensions of Credit in the manner and in the order transactions set forth in Section 3.2 Sections 3 and 4 of this Agreement and the obligations of the Credit AgreementTranche G Lenders to make Tranche G Term Loans and the Revolving Commitments of the Revolving Lenders provided for herein shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 23, 2004 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).

Conditions. The effectiveness of Article 2 of this Agreement shall be conditioned upon Amendment is subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: received from each party hereto either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Amendment signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance written evidence satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit I; (ivwhich may include telecopy or other electronic transmission of a signed signature page of this Amendment) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) that such other documents, certificates and instruments as the Agent reasonably requestsparty has signed a counterpart of this Amendment. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the The Administrative Agent and the Agent (or its counsel) shall have received from each Guarantor either (i) a counterpart of the Amended and Restated Guaranty Agreement signed on behalf of such party or (ii) written evidence satisfactory to Agent, the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawparty has signed a counterpart of the Guaranty Agreement. (c) Since September 15If any Lender requests that any Loans made by it be evidenced by a promissory note, 2000, no event which has had, then the Administrative Agent (or could reasonably be expected to have, its counsel) shall have received from each Borrower either (i) a material adverse effect has occurred, except as a previously disclosed in writing counterpart of such promissory note signed on behalf of such party or (ii) written evidence satisfactory to the AgentAdministrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of such promissory note. (d) The Borrower Administrative Agent shall have paidreceived such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, or otherwise reimbursed existence and good standing of the Banks forBorrowers, the outstanding fees and expenses authorization of the Bank Financial Consultant execution, delivery and performance of this Amendment and the Agent's other Loan Documents, and any other legal counsel presented matters relating to the Borrower up through Borrowers or this Amendment and the date of this Agreementother Loan Documents as the Administrative Agent may request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (e) The Borrower Administrative Agent shall make a prepayment have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, (a) any and all accrued fees due and owing to any Lender that will not execute this Amendment (if applicable), and (b) reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) incurred by the Administrative Agent in connection with this Amendment, or required to be reimbursed or paid by the Borrowers by any engagement letter, fee letter, this Amendment, the Agreement or under any other Loan Document. (f) The representations and warranties of the Borrowers set forth in this Amendment, the Agreement and the other Loan Documents shall be true and correct in all material respects (except for any representation and warranty that is qualified by materiality or Material Adverse Effect, which representation and warranty shall be true and correct in all respects) on and as of the First Amendment Effective Date, except to the extent such representations and warranties relate specifically to another date. (g) At the time of and immediately after giving effect to the consummation of this Amendment, the First Amendment Effective Date, and any Borrowings hereunder, no Default shall have occurred and be continuing. (h) The Administrative Agent shall have received a certificate from the chief financial officer of the Company, in form and substance reasonably acceptable to the Administrative Agent, certifying that Loan Parties, after giving effect to this Amendment, and the other transactions contemplated hereby, are solvent. (i) The Administrative Agent shall have received, at least 5 days prior to the First Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (j) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Banks Lenders and dated the First Amendment Effective Date) of the Borrowers’ and the Guarantors’ counsel covering such matters relating to the Borrowers, the Guarantors, and this Amendment as the Administrative Agent shall reasonably request. (k) The Administrative Agent shall have received such additional documentation and information as Administrative Agent or its counsel may reasonably request. (l) All proceedings taken in connection with the amount of $1,000,000.00 which transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be applied satisfactory to the repayment of the Existing Extensions of Credit in the manner Administrative Agent and in the order set forth in Section 3.2 of the Credit Agreementits counsel.

Conditions. The effectiveness of Lender's consent to this Agreement shall be conditioned upon Amendment is subject to the followingfollowing conditions: (a) The following documents shall 4.1 Borrower will have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered to Lender the Revolving Credit Note. 4.2 Lender will have been furnished copies, certified by the Secretary or Assistant Secretary of Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by of the Board of Directors of such Person Borrower authorizing the execution of this Amendment, the Exhibits hereto and all other documents executed in connection herewith. 4.3 Background America, Inc., Krolx-X'Xxxx Xxxormation Security Group, Inc., Schiff & Associates, Inc., Lindxxxxx Xxxy XxxXxxxxx Xxxxxxxxxxx, Xxc., Laboratory Specialists, Inc. and Inphoto Surveillance, Inc. (individually and collectively, the "Guarantor") will have executed and delivered to Lender the Guarantee dated of even date herewith (the "Guarantee"). 4.4 Borrower will provide to Lender within 90 days of the date hereof appropriate documentation evidencing the change of Financial Research, Inc. to Lindxxxxx Xxxy XxxXxxxxx Xxxxxxxxxxx, Xxc., and the change of Securify, Inc. to Krolx-X'Xxxx Xxxormation Security Group, Inc. 4.5 For each Guarantor, Lender will have been furnished copies, certified by the Secretary or assistant Secretary of each Guarantor, of resolutions of the Board of Directors of each Guarantor authorizing the execution of the Guarantee. 4.6 Borrower will have delivered to Lender copies of its Year 2000 plan and time line, which shall reasonably specify the method(s) to be used by the Borrower to become Year 2000 Compliant. 4.7 The representations and warranties of Borrower in Section 3 herein will be true. 4.8 Borrower shall pay all expenses and attorneys' fees incurred by Lender in connection with the preparation, execution, and delivery of this Agreement, Amendment and related documents. Such fees may be deducted by Lender from the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsRevolving Credit Note. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by the parties thereto, warranties contained herein shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate accurate as of the secretary or assistant secretary date of delivery of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsPreferred Securities. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents The Purchaser shall have been received sold securities issued by it in such an amount that the Agent net proceeds therefrom shall be available on the Closing Date and shall be sufficient to purchase the Agent shall have received evidence satisfactory Preferred Securities and all other preferred securities contemplated in agreements similar to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawthis Agreement. (c) Since September 15Counsel for the Company and the Trust (the "Company Counsel"), 2000shall have delivered an opinion, no event dated the Closing Date, addressed to the Purchaser, Taberna Capital Management, LLC and its successors and assigns and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A-I hereto and (ii) the Company shall have furnished to the Purchaser the opinion of the Company's General Counsel or a certificate signed by the Company's Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel's opinion. The Company Counsel may specify the jurisdictions in which has hadthey are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Company Counsel is not admitted to practice in the State of New York, the opinion of the Company Counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or could reasonably be expected that they are otherwise subject to, any treatise, written policy or other document relating to havelegal opinions, a material adverse effect has occurredincluding, except as a previously disclosed in writing to without limitation, the AgentLegal Opinion Accord of the ABA Section of Business Law (1991). (d) The Borrower Purchaser shall have paidbeen furnished the opinion of DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP, or otherwise reimbursed special tax counsel for the Banks forPurchaser, dated the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented Closing Date, addressed to the Borrower up through Purchaser and its successors and assigns and JPMorgan Chase Bank, National Association, in substantially the date of this Agreementform set out in Annex B hereto. (e) The Borrower Purchaser shall make a prepayment have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Agent Purchaser and its successors and assigns, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Banks Company, in substantially the form set out in Annex C hereto. (f) The Purchaser shall have received the opinion of Gardere Xxxxx Xxxxxx LLP, special counsel for the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser and its successors and assigns, in substantially the form set out in Annex D hereto. (g) The Purchaser shall have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser and its successors and assigns and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex E hereto. (h) The Company shall have furnished to the Purchaser a certificate of the Company, signed by the Chief Executive Officer, President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, and, in the amount case of $1,000,000.00 the Company, as to (i) and (ii) below and, in the case of the Trust, as to (i) below. (i) the representations and warranties in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since September 30, 2005 (the date of the latest Financial Statements), there has been no material adverse change in the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business (a "Material Adverse Change"). (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser's judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser's obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be applied given to the repayment Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 Trust or any officer of the Credit AgreementCompany and delivered to the Purchaser or the Purchaser's counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Trust and/or the Company, as the case may be, and not by such trustee or officer in any individual capacity.

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by the parties thereto, warranties contained herein shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate accurate as of the secretary or assistant secretary date of delivery of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsPreferred Securities. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents The Purchaser shall have been received sold securities issued by it in such an amount that the Agent net proceeds therefrom shall be available on the Closing Date and shall be sufficient to purchase the Agent shall have received evidence satisfactory Preferred Securities and all other preferred securities contemplated in agreements similar to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawthis Agreement. (c) Since September 15Xxxxx, 2000Liddell & Xxxx LLP counsel for the Company and the Trust (the “Company Counsel”), no event shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A-I hereto and the Company shall have furnished to the Purchaser the opinion of the Company’s General Counsel or a certificate signed by the Company’s Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Chief Investment Officer, Senior Vice President, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which has hadthey are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Company Counsel is not admitted to practice in the State of New York, the opinion of the Company Counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or could reasonably be expected that they are otherwise subject to, any treatise, written policy or other document relating to havelegal opinions, a material adverse effect has occurredincluding, except as a previously disclosed in writing to without limitation, the AgentLegal Opinion Accord of the ABA Section of Business Law (1991). (d) The Borrower Purchaser shall have paidbeen furnished the opinion of Xxxxxxxxx & Xxxxxxxxx, or otherwise reimbursed L.L.P., special tax counsel for the Banks forPurchaser, dated the Closing Date, addressed to the Purchaser, the outstanding fees Company, the Trust and expenses of JPMorgan Chase Bank, National Association, in substantially the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreementform set out in Annex B hereto. (e) The Borrower Purchaser shall make a prepayment have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Agent Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Banks Company, in substantially the form set out in Annex C hereto. (f) The Purchaser shall have received the opinion of Gardere Xxxxx Xxxxxx LLP, special counsel for the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex D hereto. (g) The Purchaser shall have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex E hereto. (h) The Company shall have furnished to the Purchaser a certificate of the Company, signed by the Chief Executive Officer, President, an Executive Vice President, Chief Investment Officer, Chief Marketing Officer or a Senior vice President and (without duplication) Chief Financial Officer, Chief Investment Officer, Chief Marketing Officer, Senior Vice President, Treasurer or Assistant Treasurer of the Company, and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, and, in the amount case of $1,000,000.00 the Company, as to (i) and (ii) below and, in the case of the Trust, as to (i) below. (i) the representations and warranties in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be performed or satisfied at or prior to the Closing Date; and (ii) since September 30, 2004 (the date of the latest Financial Statements), there has been no material adverse change in the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business (a “Material Adverse Change”). (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser’s judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be applied given to the repayment Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 Trust or any officer of the Credit AgreementCompany and delivered to the Purchaser or the Purchaser’s counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Trust and/or the Company, as the case may be, and not by such trustee or officer in any individual capacity.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingfirst date (the “Refinancing and Incremental Effective Date”) when each of the following conditions shall have been satisfied: (a) The following documents the Administrative Agent (or its counsel) shall have been duly authorized received from each Loan Party, the Refinancing and Incremental Term Lender and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement; (b) the Administrative Agent shall have received (i) any required notice of prepayment of Term B Loans pursuant to Section 2.10(d) of the Credit Agreement and (ii) any required notice of borrowing of Refinancing and Incremental Term Loans pursuant to Section 2.03 of the Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance with the time periods specified in Sections 2.10(d) and 2.03, as applicable, of the Credit Agreement or such shorter period as the Administrative Agent may agree; (c) the representations and warranties set forth in Section 4 above shall be true and correct as of the date hereof; (d) the Administrative Agent shall have received a certificate, dated the Refinancing and Incremental Effective Date and executed by a Responsible Officer of the parties theretoBorrowers, confirming the accuracy of the representations and warranties set forth in Section 4 above; (e) the Administrative Agent shall have received, on behalf of itself and the Refinancing and Incremental Term Lender, a favorable written opinion of (A) Wachtell, Lipton, Xxxxx & Xxxx, as New York and Delaware special counsel for the Loan Parties and (B) McGuireWoods LLP, as Florida and Georgia counsel for the Loan Parties, in each case (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Refinancing and Incremental Term Lender and (iii) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request; (f) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered on the 2017 Refinancing Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Refinancing and Incremental Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility Loans; (g) the payment of the Term B Loan Repayment Amount by the Borrowers to the Administrative Agent for the accounts of the existing Term B Lenders, as a voluntary prepayment in full of the Term B Loans outstanding on the Refinancing and Incremental Effective Date, shall be in full force and effect and no default shall exist thereunder, and occur substantially simultaneously with the Borrower Borrowing of such Refinancing Term Loans; (h) the Administrative Agent shall have delivered original counterparts thereof received written evidence reasonably satisfactory to the Agent:Administrative Agent that the notice of redemption with respect to the Notes Redemption has been delivered prior to, or will be delivered substantially concurrently with, the Refinancing and Incremental Effective Date in accordance with the Senior Unsecured Notes Indenture; (i) this Agreementany fees and reasonable out-of-pocket expenses (including reasonable fees, duly executed charges and delivered disbursements of Xxxxxx & Xxxxxxx LLP) owing by the BorrowerBorrowers to the Administrative Agent, the Refinancing and Incremental Term Lender and Citigroup Global Markets Inc. (the “Lead Arranger”) and invoiced prior to the date hereof shall have been paid in full (in the case of any such fees and reasonable out-of-pocket expenses incurred in connection with this Agreement or the Refinancing and Incremental Term Loans, subject to any agreed-upon limits contained in any letter agreement with the Administrative Agent or the Lead Arranger, as applicable, or their affiliates entered into in connection with this Agreement or the Refinancing and the Banks constituting Majority BanksIncremental Term Loans); (iij) the certificate Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by Section 3.25(a) of the secretary or assistant secretary of the Borrower certifying as Credit Agreement, to the incumbency and genuineness of the signature of each officer of extent such Person executing Loan Documents to which it is a party and certifying that: information has been requested not less than ten (A10) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered Business Days prior to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, Refinancing and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority BanksIncremental Effective Date; and (vk) such other documents, certificates entry into this Agreement and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests incurrence of the Banks Refinancing and Incremental Term Loans on the Refinancing and Incremental Effective Date does not violate, conflict with or result in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agenta breach of, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement, including Section 2.21 thereof.

Conditions. The effectiveness of this Agreement (including the obligation of the Lender to make the Loan) is subject to the satisfaction of the following conditions (and, in the case of each document specified in this Section to be received by the Lender, such document shall be conditioned upon in form and substance satisfactory to the following:Lender in its sole discretion): (a) The following documents shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Administrative Agent and the Banks constituting Majority Banks;Lender shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent or the Lender, as applicable) of this Agreement signed on behalf of such party. (iib) The Administrative Agent and the certificate Lender shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent or the Lender, as applicable) of the secretary Collateral Documents and, except in cases where no signature is required, the other Collateral Documents together with any other documents, and instruments required to perfect or assistant secretary evidence the Lender’s first priority security interest in and liens on the Collateral (including, without limitation, all applicable certificates evidencing pledged capital stock, as applicable, with accompanying executed stock powers, all UCC financing statements to be filed in the applicable government UCC filing offices, all real property (including oil and gas property) mortgages to be filed in the applicable government mortgage filing offices, all intellectual property security agreements to be filed with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, and all deposit account and securities account control agreements) will have been executed and/or delivered and, to the extent applicable, be in proper form for filing. In connection with the execution and delivery of the Borrower certifying Collateral Documents and other documents described above, the Lender shall be reasonably satisfied that the Collateral Documents create first priority Liens that may be perfected upon recordation of properly completed financing statements and the Collateral Documents in the appropriate filing offices therefor (except Liens permitted by Section 6.03 may exist). (c) The Administrative Agent and the Lender shall have received copies of all material regulatory, governmental, third party and other approvals, acknowledgements, directions, consents and agreements required as to the incumbency and genuineness of the signature of Closing Date hereof in order for each officer of such Person executing Loan Credit Party to enter into the Financing Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, perform their respective obligations thereunder and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests consummation of the Banks in transactions contemplated under the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the AgentFinancing Documents. (d) The Borrower Administrative Agent and the Lender shall have paidreceived a certificate of a Responsible Officer of each Credit Party setting forth (i) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Credit Party, as applicable, to execute and deliver the Financing Documents to which it is a party and to enter into the Transactions, (ii) the officers of such Credit Party, as applicable, (x) who are authorized to sign the Financing Documents to which such Credit Party, as applicable, is a party and (y) who will, until replaced by another officer or otherwise reimbursed officers duly authorized for that purpose, act as its representative for the Banks for, the outstanding fees purposes of signing documents and expenses of the Bank Financial Consultant giving notices and other communications in connection with this Agreement and the Agent's legal counsel presented to transactions contemplated hereby, (iii) specimen or genuine signatures of such authorized officers, and (iv) the Borrower up through the date articles or certificate of this Agreementincorporation and by-laws or other applicable Organizational Documents of such Credit Party, as applicable, certified as being true and complete. (e) The Borrower shall make a prepayment to the Administrative Agent and the Banks in Lender shall have received certificates of the amount of $1,000,000.00 which shall be applied appropriate state agencies, as requested by the Lender, with respect to the repayment existence, qualification and good standing of each Credit Party in each jurisdiction where any such Credit Party is organized or qualified to do business. (f) The Lender shall have received a Solvency Certificate from the Borrower in form and substance reasonably satisfactory to the Lender. (g) The Administrative Agent and the Lender shall have received a certificate of a Responsible Officer of the Existing Extensions Borrower in form and substance reasonably satisfactory to the Lender certifying that (i) all representations and warranties of the Credit in the manner and in the order Parties set forth in Section 3.2 this Agreement are true and correct in all material respects (unless already qualified by materiality in which case such applicable representation and warranty shall be true and correct in all respects) and (ii) no Default or Event of Default exists. (h) The Administrative Agent and the Lender shall have received a Notice of Borrowing. (i) The Lender shall have received a pro forma balance sheet of the Borrower after giving effect to the Transactions (it being understood and agreed that this clause (i) shall be deemed satisfied by the inclusion in a registration statement on Form S-4 or a proxy statement for Flame Acquisition Corp. filed with the SEC). (j) No later five (5) Business Days prior to the Closing Date, each of the Administrative Agent and the Lender shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act. (i) The PSA is in full force and effect and the “Closing” thereunder shall be consummated simultaneously with the Closing Date in accordance with the terms described in the PSA, and (ii) the Plains PSA is in full force and effect and the “Closing” thereunder shall be consummated prior to, or substantially simultaneously with, the Closing Date in accordance with the terms described in the Plains PSA. (l) All fees, costs and expenses (including legal fees) payable to or on behalf of the Lender or the Administrative Agent that are due and payable on the Closing Date to the extent invoiced at least two (2) Business Days prior to the Closing Date, shall have been received. (m) The Administrative Agent, for the benefit of the Secured Parties, shall have received customary legal opinions from Xxxxxxxxx LLP as New York special legal counsel for the Borrower and (ii) Stoel Rives LLP, as California special legal counsel for the Borrower. (n) No Default or Event of Default shall have occurred and be continuing. (o) All representations and warranties made by any Credit AgreementParty contained herein or in the other Financing Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date). (p) The Lender shall have received evidence reasonably satisfactory to it that the Borrower and its Subsidiaries have cash and Cash Equivalents that would not appear as “restricted” on a consolidated balance sheet of the Borrower of not less than One Hundred Fifty Million Dollars ($150,000,000). (q) The Lender shall have received such other documents as the Lender may request in its sole discretion.

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by the parties thereto, warranties contained herein shall be in full force and effect and no default shall exist thereunderaccurate as of the date of delivery of the Preferred Securities. (b) [Reserved]. (c) Xxxxxx, and Xxxxxxxxxx & Xxxxxxxxx LLP, counsel for the Borrower Sellers (the “Company Counsel”), shall have delivered original counterparts thereof an opinion, dated the Closing Date, addressed to the Agent: (i) this AgreementPurchaser and JPMorgan Chase Bank, duly executed and delivered by the BorrowerNational Association, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; Purchaser; (ivii) the docHarbor Budget Company shall have furnished to the Purchaser the opinion of the Company’s General Counsel in form and substance satisfactory to the Agent Purchaser; and Majority Banks; and (viii) Irvine Law Group, P.C., special tax counsel to the Guarantor shall have delivered an opinion in form and substance satisfactory to the Purchaser. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company, the Guarantor and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documentsdocuments as such counsel may, certificates in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and instruments as that they are not admitted to practice in any other jurisdiction and are not experts in the Agent reasonably requests. (b) All filings and recordations law of any other jurisdiction. Such Company Counsel Opinion shall not state that they are necessary to perfect be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the security interests Legal Opinion Accord of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. ABA Section of Business Law (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent1991). (d) The Borrower Purchaser shall have paidbeen furnished the opinion of Mayer, or otherwise reimbursed Brown, Xxxx & Maw LLP, special tax counsel for the Banks forPurchaser, dated the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented Closing Date, addressed to the Borrower up through Purchaser and JPMorgan Chase Bank, National Association, in substantially the date of this Agreementform set out in Annex B hereto. (e) The Borrower Purchaser shall make a prepayment have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Agent Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Banks Company, in substantially the form set out in Annex C hereto. (f) The Purchaser shall have received the opinion of Gardere Xxxxx Xxxxxx LLP, special counsel for the Property Trustee and the Indenture Trustee, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex D hereto. (g) The Purchaser shall have received the opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Delaware Trustee, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex E hereto. (h) The Company shall have furnished to the Purchaser a certificate of the Company, signed by the Chief Executive Officer, President or a Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, and the Trust shall have furnished to the Purchaser a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, and, in the amount case of $1,000,000.00 the Company, as to (i) and (ii) below and, in the case of the Trust, as to (i) below. (i) the representations and warranties in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company and the Trust, as applicable, have complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (ii) since October 31, 2004 (as defined below), there has been no material adverse change in the condition (financial or other), earnings, business or assets of the Company and its subsidiaries taken as a whole, whether or not arising from transactions occurring in the ordinary course of business (a “Material Adverse Change”). (i) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Guarantor and its subsidiaries, taken as a whole whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser’s judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities. (j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at the Closing Date by the Purchaser. Notice of such cancellation shall be applied given to the repayment Company, the Guarantor and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 Trust or any officer of the Credit AgreementCompany or the Guarantor and delivered to the Purchaser or the Purchaser’s counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Trust, the Guarantor and/or the Company, as the case may be, and not by such trustee or officer in any individual capacity.

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by the parties thereto, warranties contained herein shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate accurate as of the secretary or assistant secretary date of delivery of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsNotes. (b) All filings (i) Gxxxxxxxx Txxxxxx LLP, counsel for the Company (the “Company Counsel”), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser, its successors and recordations that are necessary assigns and the Trustee, in substantially the form set out in Exhibit A hereto and (ii) the Company shall have furnished to perfect the security interests Purchaser the opinion of the Banks Company’s General Counsel or a certificate signed by the Company’s Chief Executive Officer, President or an Executive Vice President and the Company’s Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Exhibit B hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of the Company and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the property pledged as collateral pursuant law of any other jurisdiction. Such Company Counsel opinions shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the various Security Documents shall have been received by Legal Opinion Accord of the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawABA Section of Business Law (1991). (c) Since September 15The Purchaser shall have been furnished the opinion of Winston & Sxxxxx LLP, 2000special tax counsel for the Purchaser, no event which has haddated the Closing Date, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing addressed to the AgentPurchaser and the Trustee, addressing the matters set out in Exhibit C hereto (subject to customary assumptions and qualifications). (d) The Borrower Purchaser shall have paidreceived the opinion of Potter Axxxxxxx & Cxxxxxx LLP, or otherwise reimbursed special counsel for the Banks forTrustee, dated the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented Closing Date, addressed to the Borrower up through Purchaser and its successors and assigns, in substantially the date of this Agreementform set out in Exhibit D hereto. (e) The Borrower Company shall make a prepayment have furnished to the Agent Purchaser a certificate of the Company, signed by the Chief Executive Officer, President or an Executive Vice President, and Chief Financial Officer or Treasurer of the Company, dated the Closing Date, as to clauses (i) and (ii) below: (i) the representations and warranties of the Company in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Banks Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the Financial Statements (as defined in Section 4(r)), there has been no occurrence that has or would prospectively result in a material adverse change in or had or would prospectively result in a material adverse effect on the condition (financial or otherwise), earnings, business, liabilities or assets of the Company and its subsidiaries, whether or not arising from transactions occurring in the amount ordinary course of $1,000,000.00 business (a “Material Adverse Effect”). (f) Subsequent to the execution of this Purchase Agreement, there shall not have been any change in or affecting the condition (financial or otherwise), earnings, business, liabilities or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser’s judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Notes. (g) The purchase of and payment for the Notes as described in this Purchase Agreement shall (a) not be prohibited by any applicable law or governmental regulation, (b) not subject the Purchaser to any penalty or, in the reasonable judgment of the Purchaser, other onerous conditions under or pursuant to any applicable law or governmental regulation and (c) be permitted by the laws and regulations of the jurisdictions to which the Purchaser is subject. (h) The Company shall have received all consents, permits and other authorizations, and made all such filings and declarations, as may be required on or before the Closing Date from any person or entity pursuant to any law, statute, regulation or rule (federal, state, local and foreign), or pursuant to any agreement, order or decree to which the Company is a party or to which it is subject, in connection with the transactions contemplated by this Purchase Agreement. (i) Prior to the Closing Date, the Company shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as required by this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be applied given to the repayment Company in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any officer of the Existing Extensions of Credit Company and delivered to the Purchaser or the Purchaser’s counsel in connection with the manner Operative Documents and in the order set forth in Section 3.2 transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Credit AgreementCompany and not by such officer in any individual capacity.

Conditions. The effectiveness amendments set forth in Section 2 shall become effective on the date (“Effective Date”) when each of this Agreement shall be conditioned upon the following:following conditions has been satisfied (or waived by the Administrative Agent and each of the Extending Lenders): (a) The following documents shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Administrative Agent shall have received from Holdings, the Borrowers, the Issuing Bank and the Extending Lenders either (a) a counterpart of this Agreement signed on behalf of such party or (b) written evidence satisfactory to Agent, the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which party has had, or could reasonably be expected to have, signed a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank on the Effective Date, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings and the Borrowers, in form and substance reasonably satisfactory to the Administrative Agent, and (ii) local U.S. and foreign counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 1 hereto (other than any such opinions to be delivered after the Effective Date pursuant to Section 5 below), in each case (a) dated the Effective Date, (b) addressed to each Issuing Bank on the Effective Date, the Administrative Agent and the Lenders and (c) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Extension as the Administrative Agent shall reasonably request, and each of Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received a certificate from a Financial Officer of the U.S. Borrower, dated the Effective Date, certifying the solvency of the U.S. Borrower and its subsidiaries, on a consolidated basis after giving effect to this Extension to be made on the Effective Date, in a form substantially similar to such certificate that has been previously provided in connection with the closing relating to the occurrence of the Third Incremental Effective Date. (d) On the Effective Date, (i) the conditions set forth in paragraphs (b) and (c) of Section IV of the Existing Credit Agreement shall be satisfied, (ii) the Administrative Agent shall have received a certificate of a Responsible Officer of the U.S. Borrower, dated the Effective Date, confirming compliance with the conditions set forth in clause (i) of this paragraph (d), and (iii) the Administrative Agent shall have received customary closing certificates, dated the Effective Date, in form substantially similar to the closing certificates that were previously provided in connection with the closing relating to the occurrence of the Third Incremental Effective Date. (e) The Borrower Administrative Agent shall make a prepayment have received, to the Agent extent invoiced, all amounts due and payable pursuant to the Banks Loan Documents on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (f) A Reaffirmation Agreement substantially in the amount form of $1,000,000.00 which Exhibit B hereto shall be applied have been delivered by each party thereto. (g) The Administrative Agent shall have received an updated Perfection Certificate on or prior to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit AgreementEffective Date.

Conditions. The effectiveness of the amendment and restatement of the Existing Credit Agreement pursuant to Section 3 of this Agreement shall be conditioned upon subject to the followingsatisfaction (or waiver) of the following conditions precedent: (a) The following documents Agent (or its counsel) shall have received from each of the Borrower, the Parent, the Required Lenders under (and as defined in) the Existing Credit Agreement and any new Class D Lenders either a counterpart of this Agreement signed on behalf of such party or written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The GM Second Lien Credit Agreement (as defined in the Existing Credit Agreement) shall have been duly authorized terminated, any amounts owing thereunder shall have been paid and executed by all Liens securing obligations thereunder shall have been released (or arrangements reasonably satisfactory to the parties thereto, Agent shall be in full force and effect and no default shall exist thereunderhave been made for such release), and the Agent shall have received evidence reasonably satisfactory to it regarding satisfaction of the foregoing conditions. (c) The Borrower shall have delivered original counterparts thereof notified GM in writing of its election to terminate the expedited payment terms pursuant to Section 1.5(g) of the GM Settlement Agreement, and the Agent shall have received evidence reasonably satisfactory to it regarding satisfaction of the foregoing condition. (d) The Agent (or its counsel) shall have received from each Subsidiary, if any, that is a Subsidiary Loan Party as of the Restatement Effective Date, and is not already a Guarantor, a supplement to the Agent: (i) this Guarantee Agreement, in the form specified therein, duly executed and delivered by the Borrower, on behalf of such Person. (e) The Agent shall have received a favorable written opinion (addressed to the Agent and the Banks constituting Majority Banks; Lenders (as defined in the Amended Credit Agreement) and dated the Restatement Effective Date) of each of (i) Xxxxxxx X. Xxxxxxx, General Counsel of the Borrower, (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as Shearman & Sterling LLP, counsel to the incumbency Loan Parties, and genuineness of the signature of (iii) local counsel in Luxembourg, Brazil and Scotland, in each officer of such Person executing Loan Documents to which it is a party case, in form and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered substance reasonably satisfactory to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by in each case covering such other matters relating to the Board of Directors of such Person authorizing the execution and delivery of this AgreementLoan Parties, the docHarbor Pledge Agreement Loan Documents or the Restatement Transactions as the Agent or the Required Lenders shall reasonably request. The Parent and the docHarbor Security Agreement;Borrower hereby request such counsel to deliver such opinions. (iiif) an initial 13-week cash flow projection (The Agent shall have received such documents and certificates as the "Initial Cash Flow Projection") for Agent or its counsel may reasonably request relating to the Borrower organization, existence and its Domestic Subsidiaries dated as good standing of November 8the Loan Parties and the authorization of the Restatement Transactions and any other legal matters relating to the Loan Parties, 2000 the Loan Documents or the Restatement Transactions, all in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsits counsel. (bg) All filings The representations and recordations that are necessary to perfect the security interests warranties of the Banks Loan Parties set forth in the property pledged as collateral pursuant to the various Security Loan Documents shall be true and correct in all material respects as of the Restatement Effective Date, no Default shall have been received by occurred and be continuing as of the Agent Restatement Effective Date and the Agent shall have received evidence satisfactory to Agenta certificate, that upon such filings dated the Restatement Effective Date and recordationssigned by the President, such security interests constitute valid the Chief Executive Officer, a Vice President or a Financial Officer of each of the Parent and perfected first priority security interests and liens thereinthe Borrower, subject only to Permitted Liens entitled to priority under applicable lawconfirming the foregoing. (ch) Since September 15, 2000, no event which has had, The Agent shall have received (i) all fees and other amounts due and payable on or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing prior to the AgentRestatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Loan Documents, (ii) all accrued and unpaid interest under the Existing Credit Agreement and all accrued and unpaid fees under paragraphs (a) and (b) of Section 2.11 of the Existing Credit Agreement and (iii) any prepayments of principal required pursuant to Section 4(b) or Section 7(c). If any LC Disbursements are outstanding as of the Restatement Effective Date, such LC Disbursements shall be repaid, together with any interest accrued thereon. (di) The Borrower Collateral Requirement shall have paidbeen satisfied. The Perfection Schedule attached to the Collateral Agreement, as amended on the Restatement Effective Date, shall have been completed and shall include all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or otherwise reimbursed equivalent) filings made with respect to the Banks forLoan Parties in the jurisdictions contemplated by the Perfection Schedule and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Amended Credit Agreement or have been released. (j) The Lenders (as defined in the Amended Credit Agreement) 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. The Agent shall notify the Borrower and the Lenders (as defined in the Amended Credit Agreement) of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the outstanding fees amendment and expenses restatement of the Bank Financial Consultant and Existing Credit Agreement as contemplated hereby shall not become effective unless each of the Agent's legal counsel presented foregoing conditions is satisfied (or waived) at or prior to 5:00 p.m., New York City time, on July 15, 2011 (and, in the Borrower up through event such conditions are not so satisfied or waived, the date Existing Credit Agreement shall remain in effect without giving effect to any provisions of this Agreement). (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The (a) Conditions Precedent to the Effectiveness of the Commitments. ------------------------------------------------------------ It is agreed that the respective Commitments of each Loan Participant and the effectiveness of this Agreement shall be conditioned upon is subject to the followingsatisfaction prior to or on the Effective Date of the following conditions precedent: (ai) The following documents shall have been duly authorized authorized, executed and executed delivered by the respective party or parties thereto, shall each be satisfactory in form and substance to such Loan Participant and shall be in full force and effect and no default shall exist thereunder, and the Borrower executed counterparts shall have been delivered original counterparts thereof to the Agentsuch Loan Participant and its counsel: (i1) the Mortgage; (2) a copy of each of the Purchase Agreements certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same; (3) the Consent and Agreement and the Engine Consent and Agreement; (4) such Loan Participant's Loan Certificate; and (5) the Remarketing Agreement. (ii) Such Loan Participant shall have received the following, in each case in form and substance satisfactory to it: (1) a certified copy of the Articles of Incorporation and Bylaws of the Borrower and a copy of resolutions of the board of directors of the Borrower or the executive committee thereof, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, duly the Mortgage and each other document required to be executed and delivered by the Borrower on each Delivery Date in accordance with the provisions hereof and thereof; and (2) a certificate of the Borrower as to the Person or Persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person or persons. (iii) Such Loan Participant shall have received opinions addressed to such Loan Participant and the Security Agent from Xxxxxxxx X. Xxxxxx, Esq., Senior Vice President and General Counsel for the Borrower, Fulbright & Xxxxxxxx, special counsel to Borrower, and Kennedy, Covington, Xxxxxxx & Xxxxxxx, L.L.P., special North Carolina counsel to Borrower, each in form and substance reasonably satisfactory to the addressees thereof. (iv) Such Loan Participant shall have received an opinion addressed to such Loan Participant and the Security Agent from counsel to Manufacturer, in respect of the Boeing Purchase Agreement and the Consent and Agreement, in form and substance reasonably satisfactory to the addressees thereof. (v) Such Loan Participant shall have received evidence in form and substance satisfactory to such Loan Participant that the aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid to the Manufacturer in accordance with the Credit Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and payable for each such Aircraft under the Boeing Purchase Agreement. (vi) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that the rights of any lessee or purchaser of the Aircraft pursuant to any existing contract between the Borrower or any of its Affiliates and such lessee or purchaser shall not conflict with and shall be subordinate to the rights of the Security Agent under the Mortgage. (vii) Each Senior Loan Participant shall have received executed copies of the Manufacturer Financing Letter and the Midway Letter. (viii) In respect of Advances paid prior to the Effective Date, any liens over the Mortgage Estate granted by the Borrower to finance such Advances shall be released and terminated. (ix) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Senior Loan Participants or the Junior Loan Participant, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Senior Loan Participants or the Junior Loan Participant, to establish and perfect the Security Agent's security interest in each of the Purchase Agreements. (x) Each Senior Loan Participant shall have received from Vedder, Price, Xxxxxxx & Kammholz, special counsel for the Senior Loan Participants, an opinion satisfactory in substance and form to such Senior Loan Participant, as to such matters incident to the transactions contemplated hereby as such Senior Loan Participant may reasonably request. (xi) The Security Agent and shall have received for account of the Banks constituting Majority Banks;Senior Loan Participants the up-front fee specified in Section 3(b). The Security Agent shall disburse to each Senior Loan Participant such up-front fee on such Loan Participant's Maximum Commitment as separately agreed. (xii) The Rights Offering shall have closed. (b) Conditions Precedent to the Loan Participants' Participation in --------------------------------------------------------------- each Advance. It is agreed that the respective obligations of each Loan ------------ Participant to lend its Commitment to the Borrower in respect of each Advance (including Advances made by Borrower or a third-party financier prior to the applicable Borrowing Date) is subject to the satisfaction prior to or on the Borrowing Date for such Advance of the following conditions precedent: (i) The Security Agent shall have received due notice with respect to the Borrowing Date for such Advance pursuant to Section 2 hereof (or shall have waived such notice either in writing or as provided in Section 2). (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person No change shall have not been amended, modified or repealed since occurred after the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this AgreementAgreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities which, in the docHarbor Pledge Agreement and reasonable opinion of such Loan Participant would make it a violation of law or regulations for such Loan Participant to make its Commitment for such Advance available to acquire its Loan Certificate(s) or to realize the docHarbor Security Agreement;benefits of the security afforded by the Mortgage. (iii) Each other Loan Participant shall have made available the amount of its Commitment for such Advance in accordance with Section 2(c) hereof (unless Borrower (in the case of Junior Loan Participant or any Senior Loan Participant) or the Junior Loan Participant (as an initial 13-week cash flow projection (additional Drawing made by the "Initial Cash Flow Projection"Junior Loan Participant hereunder, in the case of any Senior Loan Participant) for shall have made available the amount of such unfunded Commitment) and the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory shall have paid to the Agent and Majority Banks attached hereto as Exhibit I;Manufacturer its Cash Contribution in respect of the applicable Aircraft. (iv) All appropriate action required to have been taken by any governmental or political agency, subdivision or instrumentality of the docHarbor Budget in form and substance satisfactory United States, on or prior to the Agent Delivery Date for such Aircraft in connection with the transaction contemplated by this Agreement shall have been taken, and Majority Banks; andall orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on such Borrowing Date in connection with the transaction contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on such Borrowing Date. (v) On such other documentsBorrowing Date, certificates (A) the representations and instruments warranties of the Borrower contained in Section 7 of this Agreement shall be true and accurate as though made on and as of such date except to the Agent reasonably requestsextent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall be true and accurate on and as of such earlier date), (B) no event shall have occurred and be continuing which constitutes (or would, with the passage of time or the giving of notice or both, constitute) an Event of Default, and (C) since December 31, 1999 there shall have been no material and adverse change in the financial or operational condition of the Borrower. (bvi) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents No action or proceeding shall have been received instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the Agent time of such Borrowing Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transaction contemplated hereby. (vii) The Security Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to for the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses account of the Bank Financial Consultant and Senior Loan Participants the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth commitment fees specified in Section 3.2 of the Credit Agreement3(b) and due and payable on or prior to such Borrowing Date. The Security Agent shall distribute to each Senior Loan Participant such commitment fee as separately agreed.

Conditions. The effectiveness of this Agreement shall be conditioned upon Amendment is subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: received from each party hereto either (i) a counterpart of this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; Amendment signed on behalf of such party or (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as written evidence satisfactory to the incumbency and genuineness Administrative Agent (which may include telecopy or other electronic transmission of the a signed signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery page of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) that such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which party has had, or could reasonably be expected to have, signed a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date counterpart of this Agreement. (b) The Administrative Agent shall have received a favorable internally prepared written opinion (addressed to the Administrative Agent, each Exiting Lender and the Lenders and dated the Second Amendment Effective Date) of the Borrower’s internal counsel covering such matters relating to the Borrower, this Amendment and the Loan Documents as the Administrative Agent shall reasonably request. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of Borrower, the authorization of the execution, delivery and performance of this Amendment, the Agreement as amended by this Amendment and the other Loan Documents, and any other legal matters relating to the Borrower or this Amendment, the Agreement as amended by this Amendment and the other Loan Documents as the Administrative Agent may request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. SECOND AMENDMENT TO CREDIT AGREEMENT (d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) or required to be reimbursed or paid by the Borrower by this Amendment or under any other Loan Document. (e) The representations and warranties of Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 this Amendment, the Agreement and the other Loan Documents shall be true and correct on and as of the Second Amendment Effective Date, except to the extent such representations and warranties relate specifically to another date. (f) No Default shall have occurred and be continuing. (g) There shall have occurred no Material Adverse Effect since December 31, 2013. (h) As of the Second Amendment Effective Date: (i) the Outstanding Credit shall not exceed the aggregate amount of the Commitments; and (ii) the Swingline Exposures shall not exceed the commitment of the Swingline Lender to make Swingline Loans. (i) The Administrative Agent shall have received a certificate from the chief financial officer of Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that Borrower and its Subsidiaries, on a consolidated basis after giving effect to this Amendment, and the transactions contemplated hereby, are solvent. (j) On the Second Amendment Effective Date, after giving effect to this Amendment, and the transactions contemplated hereby, neither the Borrower nor any of its subsidiaries shall have any material indebtedness for borrowed money other than the Indebtedness permitted by the Agreement, as amended by this Amendment. (k) The Administrative Agent shall have received, at least five (5) days prior to the Second Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act. (l) All outstanding Loans made by the Exiting Lenders are paid in full at par.

Conditions. The effectiveness of this Agreement shall be conditioned upon Amendment is subject to the followingsatisfaction of the following conditions precedent: (a) 2.1. The following documents shall have been duly authorized and executed by the parties theretoParent, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks;Required Lenders shall have executed and delivered this Amendment. 2.2. The Agent shall have received the duly executed Colonial Revolver Notes and ACM-TCM Revolver Notes for each Lender that requests a Revolver Note. 2.3. Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. 2.4. Agent shall have received a certificate of a duly authorized officer of the Parent and each Borrower (collectively, the “Obligors”), certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) the certificate that an attached copy of resolutions authorizing execution and delivery of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party true and certifying that: (A) the articles of incorporation of complete, and that such Person resolutions are in full force and effect, were duly adopted, have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agentrevoked, and (C) attached thereto is true, correct constitute all resolutions adopted with respect to this credit facility; and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (to the "Initial Cash Flow Projection") title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. 2.5. Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued by the Borrower and its Domestic Subsidiaries dated as Secretary of November 8State or other appropriate official of such Obligor’s jurisdiction of organization. 2.6. Borrowers shall have paid all fees set forth in the Fee Letter. 2.7. Agent shall have received a written opinion of counsel, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence a law firm satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only with respect to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant this Amendment and the Agent's legal counsel presented to the Borrower up through the date of this AgreementRevolving Notes. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this This Agreement shall be conditioned upon become effective as of the followingfirst date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied: (a) The following the Administrative Agent (or its counsel) shall have received from each Loan Party, the Replacement Term Lender, the Incremental Term Lender, the Required Lenders and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement or a consent in the form of the Lender Consent attached to the Election Notice Memorandum posted on LendAmend on October 7, 2016; (b) the Administrative Agent shall have received any required notice of borrowing of Replacement Term Loans pursuant to Section 2.02(a) of the Existing Credit Agreement; provided, that such notice of borrowing shall be delivered in accordance the time periods specified in Section 2.02(a) of the Existing Credit Agreement or such shorter period as the Administrative Agent may agree; (c) the representations and warranties set forth in Section 7 above shall be true and correct as of the date hereof; (d) the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and executed by a Responsible Officer of the Borrower Representative, confirming the accuracy of the representations and warranties set forth in Section 7 above; (e) the Administrative Agent shall have received, on behalf of itself, the Replacement Term Lender and the Incremental Term Lender on the First Amendment Effective Date, a customary written opinion of (i) Xxxxxxxx & Xxxxx LLP, special counsel for Parent, the Borrowers and each other Loan Party, (ii) Xxxxxx & Xxxxxxx LLP, special German counsel for the Administrative Agent, (iii) Xxxxxx & Xxxxxxx LLP, special UK counsel for the Administrative Agent, (iv) Xxxxx Dutilh, special Luxembourg counsel for the Administrative Agent and (v) Homburger, special Switzerland counsel for the Administrative Agent, in each case (A) dated the First Amendment Effective Date, (B) addressed to the Administrative Agent, the Collateral Trustee, the Replacement Term Lender and Incremental Term Lender and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request; (f) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered on the Closing Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Replacement Term Loans and the Incremental Euro Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Credit Loans; (g) the payment of the Term Loan Repayment Amount by the Borrowers to the Administrative Agent for the accounts of the existing Term Lenders, as a voluntary prepayment in full of the Term Loans outstanding on the First Amendment Effective Date, shall occur simultaneously with the Borrowing of the Replacement Term Loans; (h) any fees and reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP) owing by any Borrower to the Administrative Agent and invoiced at least three Business Days prior to the date hereof shall have been paid in full (in the case of any such fees and reasonable out-of-pocket expenses incurred in connection with this Agreement or the Term Loan Refinancing, subject to any agreed-upon limits contained in any letter agreement with the Administrative Agent or its affiliates entered into in connection with this Agreement or the Term Loan Refinancing), in each case which amounts may be offset against the proceeds of the Incremental Euro Term Loans; (i) the Administrative Agent shall have received (A) a copy of an English law supplemental debenture duly authorized executed by Klöckner Pentaplast Limited, Kleopatra UK Limited and the Collateral Trustee and (B) a copy of an English law supplemental share charge over the shares in Kleopatra UK Limited and Klöckner Pentaplast Limited duly executed by Klöckner Pentaplast GmbH, Klöckner Pentaplast Schweiz AG and the Collateral Trustee (j) the Administrative Agent shall have received from each party thereto a counterpart of the security confirmation agreement relating to the Swiss law governed security agreements signed on behalf of such party; (k) the Administrative Agent shall have received (i) copies, executed by the parties theretorelevant Loan Party party to such agreement, shall be of a (A) Share Pledge and Interest Pledge Confirmation and Junior Ranking Share Pledge and Interest Pledge Agreement relating to all present and future shares and ancillary rights in KP Holding GmbH & Co. KG, KP Holding Verwaltungs GmbH, Intermediate German Holdings and Intermediate KPA Holdings and (B) Share Pledge and Interest Pledge Confirmation and Junior Ranking Share Pledge and Interest Pledge Agreement relating to all present and future shares and ancillary rights in each of the German Borrowers, Klöckner Pentaplast Europe GmbH & Co. KG and Klöckner Pentaplast Verwaltungs GmbH (the documents in clauses (A) and (B) above, collectively, the “German Reaffirmation Documents”), (ii) resolutions or authorizations in relation to each Loan Party incorporated in Germany of the shareholders, supervisory/advisory board and/or management of such Loan Party (as applicable) authorizing the execution, delivery and performance of this Amendment and the German Reaffirmation Documents and (iii) a certification of one or two (as applicable) managing directors that such resolutions have not been modified, rescinded or amended and are in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Bankseffect; (iil) the certificate of the secretary or assistant secretary of the Borrower certifying as Administrative Agent shall have received, in relation to the incumbency and genuineness of the signature of each officer of such Person executing Luxembourg Loan Documents to which it is a party and certifying that: Party, (A) an up-to-date electronic certified true and complete excerpt of the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered Luxembourg Companies Register dated no earlier than one Business Day prior to the AgentFirst Amendment Effective Date, (B) an up-to-date electronic certified true and complete certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the by-laws Luxembourg Companies Register no earlier than one Business Day prior to the First Amendment Effective Date and reflecting the situation no more than two Business Days prior to the First Amendment Effective Date certifying that, as of the date of the day immediately preceding such Person have certificate, the Luxembourg Loan Party has not been amendeddeclared bankrupt (en faillite), modified and that it has not applied for general settlement or repealed since composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial or voluntary liquidation (liquidation judiciaire ou volontaire), such other proceedings listed at Article 13, items 2 to 12, and Article 00xx xxx Xxxxxxxxxx Xxx dated December 19, 2002 on the date delivered Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to European Insolvency Regulation), (C) a manager certificate dated as of the AgentFirst Amendment Effective Date (signed by a manager and/or director, as applicable, or authorized signatory) that the relevant Luxembourg Loan Party are not subject to nor, as applicable, do they meet or threaten to meet the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by their respective managers or, as far as they are aware, by any other person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, and (CD) attached thereto is true, correct a true and complete copy specimen of resolutions duly adopted by signatures for each of the Board manager and/or director, as applicable, or authorized signatories having executed for and on behalf of Directors of such Person authorizing the execution and delivery of relevant Luxembourg Loan Party respectively this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (vm) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests no later than two Business Days in advance of the Banks in First Amendment Effective Date, the property pledged as collateral pursuant to Administrative Agent, the various Security Documents shall have been received by the Agent Replacement Term Lender and the Agent Incremental Term Lender shall have received evidence satisfactory to Agentall documentation and other information reasonably requested by it in writing at least ten days in advance of the First Amendment Effective Date, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority which documentation or other information is required by regulatory authorities under applicable law“know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness Buyer and Sellers hereby agree that the following Conditions Precedent must be satisfied or waived before the Closing: 5.1.1 The Buyer shall have completed due diligence on the Target Company and the Buyer is satisfied with the results. 5.1.2 No Government Department shall have issued or enforced any Laws, judgments, orders or bans that will limit or prohibit the completion of this the Agreement or Transaction prior to Closing. 5.1.3 Prior to Closing, there shall be conditioned upon no lawsuits or procedures initiated by any third party (including any Government Department) that is pending or potentially seeking to prohibit or limit the completion of the Transaction. 5.1.4 The Sellers shall have completed the following: (a) The following documents the key employees of the Original Company listed in (ii) section of Appendix II (List of Employees) have all been transferred to the Target Company as new key employees and each has signed a labour contract respectively with the Target Company to the satisfaction of the Buyer and has not submitted resignation or notice of intent of resignation. (b) the vehicles listed in Appendix III (List of Motor Vehicles) shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof transferred to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority BanksTarget Company; (iic) in respect of the lease contracts listed in Appendix IV (List of Lease Contracts), the Sellers and/or the Original Company shall have agreed in writing with the relevant lessor and Target Company that the lessee will be changed to the Target Company; (d) in respect of the business contracts listed in Appendix V (List of Business Contracts), the Sellers and/or the Original Company shall have agreed in writing with the relevant parties to the contracts and the Target Company that the rights and obligations of the Sellers and/or the Original Company under the contracts will be transferred to the Target Company; (e) all assets of the Original Company (including all cash, equipment and other assets which are not accounted for in the company’s accounts but actually used for its operations, the particulars of which shall be subject to Appendix VI (List of Assets)) shall have been transferred to the Target Company. (f) the certificate Target Company shall have completed the corresponding procedure of the secretary change in industrial and commerce registration or assistant secretary of the Borrower certifying as filing (including but not limited to the incumbency Shareholders, directors and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the revised articles of incorporation of such Person the Target Company) within thirty (30) days after the Agreement comes into effect, and the amended articles of incorporation and register of members have handed over to the Buyer. 5.1.5 There shall be serious default of the Undertakings of the Sellers and the Sellers have not been amended, modified or repealed since seriously breached any other obligations under the date delivered to the Agent, (B) the by-laws of such Person Agreement. 5.1.6 There have not occurred any Major Adverse Effects. 5.1.7 The Sellers have fully disclosed their external liabilities and the Sellers have provided relevant solutions approved by the Buyer. 5.1.8 The resolution on the Transaction has been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted passed by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsBuyer. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement (a) This Amendment shall be conditioned effective upon satisfaction of the followingfollowing conditions precedent: (ai) This Amendment shall have been executed by each party hereto; and (ii) The Agent shall have received a certificate from the chief financial officer of the Company certifying that (i) immediately after giving effect to this Amendment, all representations and warranties made hereunder, in the Loan Agreement and in the other Loan Documents shall be true and correct as if made on the date hereof, (ii) the Borrowers 3 Table of Contents have performed and complied with all covenants, agreements and conditions contained herein which are required to be performed or complied with by the Borrowers on or before the date hereof and (iii) no Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment. (b) The following shall be conditions precedent to the execution of this Amendment: (i) The Agent shall have received (i) copies of the articles of incorporation or certificates of formation or other charter documents of each Borrower, (ii) copies of the bylaws or other similar agreement and all amendments thereto of each Borrower, (iii) copies of resolutions of the Board of Directors or similar managing body of each Borrower approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery thereof, in each case, of each Borrower and certified by a secretary or assistant secretary of the Company to be true and correct and in force and effect as of the date hereof, (iv) a certificate of the Secretary or Assistant Secretary (or equivalent thereof) of each Borrower certifying as to the incumbency of the officers of each Borrower, and (v) an original, duly certified as of a current date by the applicable Secretary of State, of a good standing certificate issued by the Secretary of the state of incorporation or organization of each Borrower; (ii) The Borrowers shall have paid the fees described in the Fee Letter and all other fees and expenses of the Agent and the Attorney Costs incurred in connection with this Amendment and any of the Loan Documents and the transactions contemplated thereby to the extent invoiced; (iii) The Agent shall have received evidence, in form, scope, and substance, reasonably satisfactory to the Agent, of all insurance coverage as required by the Loan Agreement; (iv) The Agent and the Lenders shall have had an opportunity, if they so choose, to examine the books of account and other records and files of the Borrowers and to make copies thereof, and to conduct a field examination and audit of the Collateral which shall include, without limitation, updated desktop fixed asset appraisals, verification of Inventory, Accounts, and the Borrowing Base, and in each case the results of such examination and audit shall have been duly authorized satisfactory to the Agent and executed the Lenders in all respects; (v) The Agent shall have received a fair market value appraisal of the Columbia Property (provided that it shall not be a condition precedent to the execution of this Amendment that the Agent receive a fair market value appraisal of the other Land and Buildings listed on Schedule A-2), and the results of such appraisal shall have been satisfactory to the Agent and the Lenders in all respects; (vi) All proceedings taken in connection with the execution of this Amendment and all documents and papers relating thereto shall be satisfactory in form, scope, and substance to the Agent and the Lenders; and (vii) The Agent shall have received a copy of the signed order (the ‘‘Amendment Order’’) of the Bankruptcy Court in substantially the form attached hereto as Annex III authorizing and approving the transactions contemplated hereby. The Amendment Order (i) shall be in form and substance satisfactory to the Agent, (ii) shall be certified by the parties theretoClerk of the Bankruptcy Court as having been duly entered, (iii) shall approve the payment by the Borrowers of all of the fees set forth in the Fee Letter, and (iv) shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agentvacated, that upon such filings and recordationsreversed, such security interests constitute valid and perfected first priority security interests and liens thereinmodified, subject only to Permitted Liens entitled to priority under applicable lawamended or stayed. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement shall be conditioned upon Amendment is subject to the following:following conditions precedent (unless specifically waived in writing by Agent): (a) The following Borrower and the Requisite Lenders shall have executed and delivered this Amendment, and such other documents and instruments as Agent may require shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date and/or delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings proceedings taken in connection with the transactions contemplated by this Amendment and recordations that are necessary all documents, instruments and other legal matters incident thereto shall be satisfactory to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law.its legal counsel; (c) Since September 15, 2000, no event which has had, No Default or could reasonably Event of Default shall have occurred and be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent.continuing; (d) The Borrower shall have paidpaid Agent (i) for the benefit of Consenting Lenders, or otherwise reimbursed other than Bank Austria, an amendment fee of .25% of each Consenting Lender's aggregate commitments as in effect immediately prior to the Banks forexecution of this Amendment, (ii) for the outstanding fees and expenses benefit of Term Loan B Lenders an amendment fee in the amount of 1.50% of the Bank Financial Consultant amount of Term Loan B, payable to each Lender based upon its Pro Rata Share of Term Loan B, and (iii) all expenses, including reasonable attorney's fees, incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the Agent's legal counsel presented to the Borrower up through the date of this Agreement.other documents executed in connection therewith; (e) The Borrower Acquisition shall make have been consummated and in connection therewith the Agent shall have received: (i) a prepayment pledge agreement pledging 65% of the capital stock or similar equity interest, whether certificated or uncertificated, of Cherokee Netherlands I B.V., (ii) a deed of pledge pledging 65% of the capital stock or similar equity interest, whether certificated or uncertificated, of Cherokee Netherlands I B.V., (iii) a pledge agreement pledging 65% of the capital stock or similar equity interest, whether certificated or uncertificated, of Cherokee Netherlands II B.V., (iv) a deed of pledge pledging 65% of the capital stock or similar equity interest, whether certificated or uncertificated, of Cherokee Netherlands II B.V., (v) an opinion of Dutch counsel that the Agent has a perfected first priority security interest in such stock, (vi) an opinion of Borrower's United States counsel as to the validity and enforceability of this Amendment and the other documents executed in connection herewith, (vii) a Term Loan B Note for each Term Loan B Lender, (viii) evidence reasonably satisfactory to the Agent that the aggregate consideration paid for the Acquisition does not exceed $55,000,000.00, approximately $34,300,000.00 of which shall have been contributed in cash by the shareholders of the Borrower, and (ix) an officer's certificate of the Borrower certifying that the incurrence of the Indebtedness in connection with the Acquisition does not violate the provisions of that certain Indenture, dated as of April 30, 1999 (the "Indenture"), by and among Borrower and Cherokee International Finance, Inc., as Issuers, and Firstar Bank of Minnesota, N.A., as Trustee. Borrower hereby agrees that Agent's failure to receive the documents referenced in and pursuant to this Subsection 5(e) via (i) facsimile on the First Amendment Closing Date and (ii) overnight delivery within four Business Days of the First Amendment Closing Date will constitute an Event of Default under the Agreement. (f) Agent shall receive (a) via facsimile within one day of the First Amendment Closing Date and (b) via overnight delivery within four Business Days of the First Amendment Closing Date (i) a pledge agreement pledging 100% of the membership interests of Borrower owned by OCM/GFI Cherokee Investments II, Inc., together with an assignment separate from certificate relating thereto and the Banks in original membership interest certificate evidencing such membership interests, (ii) an opinion from the amount general counsel of $1,000,000.00 which shall be applied OCM/GFI Cherokee Investments II, Inc. as to the repayment validity and enforceability of said pledge agreement and that Agent has a perfected first priority security interest in such membership interests, (iii) a reliance letter addressed to the Existing Extensions Agent from the seller's Dutch counsel covering the seller's obligations under the ITS acquisition documents. Borrower hereby agrees that Agent's failure to receive the documents referenced in and pursuant to this Subsection 5(f) will constitute an Event of Credit in Default under the manner Agreement, and in (iv) delivery of all membership interest certificates relating to the order set forth in Section 3.2 of Pledge Agreements (as defined below) which evidence the Credit Agreementmembership interests described on the applicable Exhibits A-1 through A-9 attached hereto .

Conditions. The effectiveness This Amendment shall become effective as of this Agreement shall be conditioned the date (the "Amendment Effective Date") upon which the following: (a) The following documents conditions shall have been duly authorized satisfied: 4.1. The Agent shall have executed a counterpart of this Amendment and executed by received the parties theretofollowing, all of which shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I;its counsel: (iva) counterparts of this Amendment executed by the docHarbor Budget in form Borrowers, the Guarantors and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests.Lenders; (b) All filings a Tranche A Note and recordations that are necessary Tranche B Note payable to perfect the security interests order of each Lender duly executed by Astec in the amount of such Lender's Tranche A Commitment and Tranche B Commitment, respectively (after giving effect to the Commitment Increase); (c) a certificate of the Banks in Secretary or Assistant Secretary of each Credit Party with respect to attached resolutions of its Board of Directors authorizing the property pledged as collateral pursuant execution and delivery of this Amendment, which certificate shall also be to the various Security Documents shall effect that the articles or certificate of incorporation and by-laws of such Credit Party delivered to the Agent at the time of the initial Credit Extension continue to be in full force and effect and have not been received amended (or if any such Credit Party did not deliver to the Agent copies of its articles or certificate of incorporation and by-laws at such time, copies thereof, certified by its Secretary or Assistant Secretary); (d) a certificate of good standing or existence for each Credit Party, certified by the Agent appropriate governmental officer in such Credit Party's jurisdiction of incorporation; (e) an incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor that has not theretofore delivered such a certificate to the Agent, which shall identify by name and title and bear the signature of the officers of such Guarantor authorized to execute this Amendment and the Loan Documents, upon which certificate the Lenders and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens be entitled to priority under applicable law.rely until informed of any change in writing by Astec; (cf) Since September 15a written opinion of counsel for each Credit Party, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment addressed to the Agent and the Banks Lenders; and (g) such other documents as any Lender or its counsel may have reasonably requested. 4.2. Astec shall have paid the following fees: (a) an up-front fee in the amount set forth in the Abbreviated Term Sheet for the Amendment and Increase dated May 5, 1999 (the "Term Sheet"), payable to the Agent, for the ratable benefit of $1,000,000.00 the Lenders based their respective shares of the Commitment Increase, (b) an arrangement fee to Banc One Capital Markets, Inc. in accordance with the Fee Letter dated May 5, 1999 among First Chicago, Banc One Capital Markets, Inc. and Astec, (c) amendment fees to Amsouth Bank and First American National Bank in the respective amounts set forth in the Term Sheet, and (d) all fees, costs and expenses required to be paid by it pursuant to Section 6.3 hereof and for which an invoice has been submitted to it. 4.3. The Borrowers shall have paid to the Agent for the account of each Lender in accordance with its Percentage (before giving effect to this Amendment) the Commitment Fee accrued to and including the Amendment Effective Date. 4.4. The Borrowers shall have repaid all Tranche A Revolving Loans and Tranche B Revolving Loans and reborrowed Tranche A Revolving Loans and Tranche B Revolving Loans from each of the Lenders in the amounts necessary to cause the aggregate outstanding principal amount of Revolving Loans of each Lender to equal the product of the aggregate outstanding principal amount of Revolving Loans, multiplied by such Lender's Percentage (after giving effect to this Amendment). 4.5. The Borrowers shall have paid the Lenders all amounts required to be applied paid pursuant to Section 3.5 of the Credit Agreement in connection with the repayment of Revolving Loans on the Existing Extensions of Credit in Amendment Effective Date. Promptly following the manner Amendment Effective Date, the Lenders shall return to Astec the Tranche A Notes and in Tranche B Notes delivered by Astec at the order set forth in Section 3.2 time of the initial Credit AgreementExtension.

Conditions. The effectiveness obligations of the parties under this Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by the parties thereto, warranties contained herein shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate accurate as of the secretary or assistant secretary date of delivery of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsSecurities. (b) All filings Xxxxx Xxxxx Xxxx & Maw LLP, counsel for the Company (the “Company Counsel”), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and recordations that are necessary Wilmington Trust Company, in substantially the form set out in Annex A-I hereto and the Company shall have furnished to perfect the security interests Purchaser a certificate signed by the Company’s Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-II hereto. In rendering its opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Banks Company and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in its reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which it is admitted to practice and that it is not admitted to practice in any other jurisdiction and is not an expert in the property pledged as collateral pursuant law of any other jurisdiction. Such Company Counsel Opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the various Security Documents shall have been received by Legal Opinion Accord of the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawABA Section of Business Law (1991). (c) Since September 15The Purchaser shall have been furnished the opinion of Xxxxxxx and Xxxxxx LLP, 2000dated the Closing Date, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing addressed to the AgentPurchaser and Wilmington Trust Company, in substantially the form set out in Annex B hereto. (d) The Borrower Purchaser shall have paidreceived the opinion of Xxxxxxxx, or otherwise reimbursed Xxxxxx & Finger, P.A., counsel for the Banks forIndenture Trustee, dated the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented Closing Date, addressed to the Borrower up through Purchaser, in substantially the date of this Agreementform set out in Annex C hereto. (e) The Borrower Company shall make a prepayment have furnished to the Agent Purchaser a certificate of the Company, signed by the Chief Executive Officer, President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of the Company, dated the Closing Date, as to (i) and (ii) below: (i) the representations and warranties in this Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Banks Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; and (ii) since the date of the Interim Financial Statements (as defined below), there has been no material adverse change in the amount condition (financial or other), earnings, business or assets of $1,000,000.00 the Company and its subsidiaries, whether or not arising from transactions occurring in the ordinary course of business (a “Material Adverse Change”). (f) Subsequent to the execution of this Purchase Agreement, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or assets of the Company and its subsidiaries, whether or not occurring in the ordinary course of business, the effect of which is, in the Purchaser’s judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Securities. (g) Prior to the Closing Date, the Company shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be applied given to the repayment Company in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any officer of the Existing Extensions of Credit Company and delivered to the Purchaser or the Purchaser’s counsel in connection with the manner Operative Documents and in the order set forth in Section 3.2 transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Credit AgreementCompany and not by such officer in any individual capacity.

Conditions. The effectiveness obligations of the parties under this Note Purchase Agreement shall be conditioned upon are subject to the followingfollowing conditions: (a) The following documents shall have been duly authorized representations and executed by warranties contained herein, and the parties theretostatements of the Company made in any certificates pursuant to this Note Purchase Agreement, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate accurate as of the secretary or assistant secretary date of delivery of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsSecurities. (b) All filings (i) Sidley Austin LLP, special New York counsel for the Company (“Sidley”), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and recordations that are necessary Xxxxx Bros. Financial Management, LLC, in substantially the form set out in Annex A-I hereto, (ii) Xxxxxxx-Xxxxxxxx & Woloniecki, special Bermuda counsel for the Company (“Bermuda Counsel”and, together with “Sidley” the “Company Counsel”), shall have delivered an opinion, dated the Closing Date, addressed to perfect the security interests Purchaser and Xxxxx Bros. Financial Management, LLC, in substantially the form set out in Annex A-II hereto, and (iii) the Company shall have furnished to the Purchaser the opinion of the Banks Company’s General Counsel or a certificate signed by the Company’s Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer or Secretary, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex A-III hereto. In rendering their opinion, the Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers and directors of the Company and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel’s opinion. The Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the property pledged as collateral pursuant law of any other jurisdiction. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the various Security Documents shall have been received by Legal Opinion Accord of the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawABA Section of Business Law (1991). (c) Since September 15The Purchaser shall have been furnished the opinion of Sidley Austin LLP, 2000special tax counsel for the Company, no event which has haddated the Closing Date, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing addressed to the AgentPurchaser and Xxxxx Bros. Financial Management, LLC, in substantially the form set out in Annex B hereto. (d) The Borrower Company shall have paid, or otherwise reimbursed furnished to the Banks for, the outstanding fees and expenses Purchaser a certificate of the Bank Company, signed by the Chief Executive Officer, President or an Executive Vice President, and Chief Financial Consultant Officer, Treasurer or Assistant Treasurer of the Company, dated as of the Closing Date, as to (i) and (ii) below. (i) the representations and warranties of the Company in this Note Purchase Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Agent's legal counsel presented Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Borrower up through Closing Date; and (ii) since the date of this Agreementthe Financial Statements (as defined below), there has been no material adverse change in the condition (financial or other), earnings, business or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions occurring in the ordinary course of business. (e) The Borrower shall make a prepayment Subsequent to the Agent date of the Financial Statements, there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or other), earnings, business or business prospects of the Company and the Banks its subsidiaries, taken as a whole, whether or not occurring in the amount ordinary course of $1,000,000.00 business, the effect of which shall be applied is, in the Purchaser’s reasonable judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Securities. (f) On or prior to the repayment Closing Date, the Company shall have provided evidence satisfactory to the Purchaser of the Existing Extensions of Credit in the manner and in the order financial ratings set forth in Section 3.2 the Xxxxx Letter (as defined below). (g) On or prior to the Closing Date, the Company shall have furnished to the Purchaser and its special external counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the Credit conditions specified in this Section 3 shall not have been fulfilled when and as provided in this Note Purchase Agreement, or if any of the opinions, certificates and documents mentioned above or elsewhere in this Note Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Note Purchase Agreement and all the Purchaser’s obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile and confirmed in writing. Each certificate signed by any officer of the Company and delivered to the Purchaser or the Purchaser’s special external counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Company and not by such officer in any individual capacity.

Conditions. The effectiveness obligations of this Agreement the Lenders to make Loans hereunder shall be conditioned upon not become effective until the following:date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2): (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, received from each party hereto a counterpart of this Agreement signed on behalf of such party. (b) The Lenders and the Borrower Administrative Agent shall have delivered original counterparts thereof received all fees required to be paid on or prior to the Agent:Closing Date. (ic) this Agreement, duly executed and delivered by The Administrative Agent shall have received reasonably satisfactory written opinions (addressed to the Borrower, the Administrative Agent and the Banks constituting Majority Banks;Lenders and dated the Closing Date) of Mayer, Brown, Rxxx & Maw LLP, special New York counsel for the Credit Parties, and Bxxxx Xxxx LLP, special counsel for the Credit Parties, substantially in the forms of Exhibit B-1 and B-2, respectively, and covering such other matters relating to the Credit Parties, this Agreement or the Transactions as the Required Lenders shall reasonably request. The Credit Parties hereby request such counsel to deliver such opinion. (iid) The Administrative Agent shall have received such documents and certificates as the certificate Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the secretary or assistant secretary Credit Parties, the authorization of the Borrower certifying as Transactions and any other legal matters relating to the incumbency and genuineness of Credit Parties, this Agreement or the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedTransactions, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 all in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreementits counsel. (e) The Borrower Administrative Agent shall make have received a prepayment to certificate, dated the Agent Closing Date and signed by the Banks in President, a Vice President or a Financial Officer of each Credit Party, confirming compliance with the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order conditions set forth in Section 3.2 paragraphs (h) and (i) of this Article IV. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) All governmental and material third party approvals necessary in connection with the execution, delivery and performance of this Agreement shall have been obtained and be in full force and effect. (h) The representations and warranties of the Credit AgreementParties set forth in Article III of this Agreement shall be true and correct in all material respects on and as of the Closing Date. (i) At the time of and immediately after giving effect to the Borrowing, no Default shall have occurred and be continuing. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.

Conditions. The effectiveness consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be conditioned upon subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized and executed by received from the parties theretoUS Borrower, shall be in full force and effect and no default shall exist thereunderthe UK Borrower, Holdings, the Parent Companies and the Borrower shall have delivered original counterparts thereof to the Agent: Required Restatement Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement, duly executed and delivered by ) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received favorable written opinions (addressed to the Borrower, the Administrative Agent and the Banks constituting Majority Banks; Lenders and dated the Restatement Effective Date) of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special New York counsel to the US Borrower, substantially in the form of Exhibit B-1, (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as Xxx Xxxxxxx, General Counsel to the incumbency US Borrower, substantially in the form of Exhibit B-2, (iii) Xxxxxx Xxxx, English legal counsel to the Administrative Agent, substantially in the form of Exhibit B-3, (iv) Norton Xxxx Xxxxxxxx, German legal counsel to the Administrative Agent, substantially in the form of Exhibit B-4, (v) Xxxxxx Xxxxxx Gervais LLP, Canadian legal counsel to the Borrowers, substantially in the form of Exhibit B-5, (vi) Xxxxxx Prat, French legal counsel to the Administrative Agent, substantially in the form of Exhibit B-7, (vii) Xxxxx and genuineness Xxxxxxxx, Singapore legal counsel to the Administrative Agent, substantially in the form of Exhibit B-8 and (viii) Xxx and Li, Taiwan legal counsel to the signature Administrative Agent, substantially in the form of Exhibit B-9. The US Borrower and Holdings hereby request each such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each officer of such Person executing Loan Documents to which it Credit Party that is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Reaffirmation Agreement or the supplements or amendments to the Security Documents listed in Schedule 2, the authorization of the Restatement Transactions and any other legal matters relating to the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (Credit Parties, the "Initial Cash Flow Projection") for Credit Documents or the Borrower and its Domestic Subsidiaries dated as of November 8Restatement Transactions, 2000 all in form and substance satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit I; (iv) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agentits counsel. (d) The Borrower Administrative Agent shall have paidreceived a certificate, dated the Restatement Effective Date and signed by the President or otherwise reimbursed any Vice President and Secretary or Assistant Secretary of each of the Banks forUS Borrower, the outstanding fees UK Borrower, Holdings and expenses the Parent Companies confirming compliance with the conditions set forth in Section 7.1 of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Restated Credit Agreement. (e) The Borrower Administrative Agent shall make a prepayment have received all fees and other amounts due and payable on or prior to the Restatement 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 Credit Party hereunder or under any other Credit Document. (f) The Administrative Agent shall have received (i) all documents and instruments, if any, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Documents after giving effect to the Restatement Transactions and (ii) a certificate, dated the Restatement Effective Date and signed by the President or any Vice President and Secretary or Assistant Secretary of the US Borrower, confirming that, except as indicated in such certificate, the information relating to the US Borrower and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order Guarantors set forth in Section 3.2 the Perfection Certificate, delivered on the Closing Date, is true and correct as of the Restatement Effective Date. (g) The Administrative Agent shall have received (i) amendments to the Mortgages over any Mortgaged Property located in the United States providing that the Obligations in respect of the Tranche C Term Loans (in addition to the other Obligations) shall be secured by a Lien on each Mortgaged Property, signed on behalf of the record owner of such Mortgaged Property and (ii) a policy or policies of title insurance or a title endorsement to an existing title insurance policy, issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Administrative Agent or the Required Restatement Lenders may reasonably request. (h) A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall have been delivered by each party thereto. (i) The Administrative Agent shall have received (i) amendments or supplements to Security Documents set forth on Schedule 2 hereto (and all necessary related documents) providing that the Tranche C Term Loans (in addition to the other Obligations) shall be secured by a Lien on the Collateral described therein. (j) The Administrative Agent shall have received a notice of borrowing in a form reasonably acceptable to the Administrative Agent in respect of the Tranche C Term Loans, not later than 2:00 p.m., Local Time, one Business Day before the Restatement Effective Date. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement and the obligations of the Tranche C Lenders to make Tranche C Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 5:00 p.m., New York City time, on December 31, 2003 (and, in the event such conditions are not so satisfied or waived, the Tranche C Term Loan Commitments shall terminate at such time).

Conditions. The effectiveness of this Agreement shall be conditioned upon Third Amendment and the followingPurchasers’ purchase of the Third Amendment Notes is subject to the prior or concurrent consummation of each of the following conditions: (a) The following documents Agent shall have been received a copy of this Third Amendment duly authorized and executed by authorized representatives of each of the parties theretoBorrowers, Agent and Purchasers; (b) Purchasers purchasing the Third Amendment Notes shall be in full force have received the Third Amendment Notes duly executed by authorized representatives of the Borrowers; (c) Agent shall have received a copy of the Amended and effect Restated Credit Agreement, dated as of the date hereof, by and no default shall exist thereunderamong the Borrowers, Xxxxxxx Bank, N.A., as the agent, the Senior Lenders, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached other parties thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance reasonably satisfactory to the Agent and Majority Banks attached hereto as Exhibit I;Required Purchasers. (ivd) Agent shall have received a copy of the docHarbor Budget Second Amendment to Intercreditor and Subordination Agreement, dated as of the date hereof, in form and substance reasonably satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requestsRequired Purchasers. (be) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Agent shall have received evidence satisfactory for each Borrower, Borrower’s Operating Documents and a good standing certificate or similar certification of Borrower certified by each applicable jurisdiction of incorporation or formation, each dated as of a date no earlier than thirty (30) days prior to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawthe Third Amendment Effective Date. (cf) Since September 15, 2000, no event which has had, or could Agent shall have received duly executed original signatures to the Secretary’s Certificate with completed Borrowing Resolutions for each Borrower in form and substance reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing satisfactory to the Agent. (dg) The Borrower Agent shall have paidreceived a legal opinion of Borrower’s counsel (including special counsel and local counsel, as deemed necessary by Agent), in form and substance acceptable to Required Purchasers, in their reasonable discretion, dated as of the Third Amendment Effective Date together with the duly executed original signature thereto. (h) Borrowers shall have delivered such other certificates, documents and agreements as any Required Purchasers may reasonably request; (i) the representations and warranties in the Note Purchase Agreement shall be true, accurate, and complete in all material respects on the Third Amendment Effective Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or otherwise reimbursed modified by materiality in the Banks fortext thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and be continuing or result from purchase of the outstanding Third Amendment Notes; (j) Purchasers shall have received a funds flow in form and substance reasonable satisfactory to the Purchasers indicating the sources and uses of the proceeds of the Third Amendment Notes and the wire transfer instructions for such proceeds; (k) Purchasers shall have received evidence reasonably satisfactory to Agent indicating that, immediately prior to and after giving pro forma effect to the purchase of the Third Amendment Notes, Borrowers shall be in pro forma compliance with the Financial Covenants set forth in Section 6.9 of the Note Purchase Agreement; and (l) Borrowers shall have paid all fees and expenses (including the Third Amendment Processing Fee and fees and expenses of counsel) to be paid to Agent or any Purchaser, as applicable, specified in Section 2.4 of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Note Purchase Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement Amendment No. 7 shall be conditioned upon subject to the following:fulfillment by the Borrowers, in a manner satisfactory to the Administrative Agent and the Lender Parties, of all of the conditions precedent set forth in this Article V, and the date on which all such conditions shall have been fulfilled to the satisfaction of the Administrative Agent and the Lender Parties, and this Amendment No. 7 shall have become effective, shall be herein called the "Effective Date". (a) The following documents representations and warranties contained herein and each other agreement, instrument, certificate or other writing delivered to the Administrative Agent or any Lender Party pursuant hereto or to the Credit Agreement shall be correct on and as of the date hereof after giving effect to this Amendment No. 7 as though made on and as of such date, (b) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the taking effect of this Amendment No. 7 or the transactions contemplated hereby, and (c) all of the conditions precedent to the effectiveness of this Amendment No. 7 shall have been duly authorized satisfied; and executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, Amendment No. 7 constitutes the docHarbor Pledge Agreement Borrowers' certification to the Lender Parties and the docHarbor Security Agreement;Administrative Agent as to the truth, accuracy and completeness of the matters set forth in this Section 5.1. (iii) an initial 13-week cash flow projection (5.2 The Administrative Agent shall have received copies of resolutions adopted by MediaBay's board of directors, authorizing the "Initial Cash Flow Projection") for execution, delivery and performance of the Borrower Amendment No. 7 Documents, and its Domestic Subsidiaries dated as of November 8, 2000 in form and substance all documents incidental thereto shall be satisfactory to the Agent Administrative Agent, the Lender Parties and Majority Banks attached hereto their counsel, and each such person shall have received all such information and such counterpart originals or certified copies of documents as Exhibit I;may have been reasonably requested. 5.3 The Borrowers shall have: (iva) the docHarbor Budget in form and substance satisfactory paid to Winston & Strawn LLP counsel to the Agent Administrative Agent, and Majority BanksRichards Spearx Xxxxe & Orbe LLP, counsel to Ark CLO 2000-1, Limitxx, xxx oxxxxxxxxxx xees xxx expenses incurred in connection with this Amendment No. 7 or otherwise; and (vb) such otherwise complied in all respects with the terms hereof and of any other documentsagreement, certificates and instruments as the Agent reasonably requestsdocument, instrument or other writing to be delivered by any Borrower in connection herewith. (b) All filings and recordations that are necessary to perfect the security interests 5.4 Each of the Banks in the property pledged as collateral pursuant parties hereto shall have executed and delivered this Amendment No. 7 to the various Security Documents Administrative Agent. 5.5 All proceedings in connection with the transactions contemplated by this Amendment No. 7 and all documents incidental thereto shall have been received by be reasonably satisfactory to the Agent Administrative Agent, the Lender Parties and the Agent their respective counsel, and each such Person shall have received evidence satisfactory to Agent, that upon all such filings information and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawcounterpart originals or certified copies of documents as may have been reasonably requested. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of Article 2 of this Agreement shall be conditioned upon Amendment is subject to the followingsatisfaction of the following conditions precedent: (a) The following documents Each Lender whose Commitment amount has changed pursuant to this Amendment and who has requested a promissory note under the terms of Section 2.09 of the Agreement prior to the Effective Date, shall have been received a duly authorized executed promissory note in the amount of its Commitment; (b) The Administrative Agent shall have received such documents and executed by certificates as the parties theretoAdministrative Agent or its counsel may reasonably request relating to the organization, shall be in full force existence and effect and no default shall exist thereunder, good standing of the Borrower and the Borrower shall have delivered original counterparts thereof Guarantors, the authorization of the Transactions and any other legal matters relating to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and Guarantors, this Agreement or the Banks constituting Majority Banks; (ii) the certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of such Person executing Loan Documents to which it is a party and certifying that: (A) the articles of incorporation of such Person have not been amendedTransactions, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person authorizing the execution and delivery of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8, 2000 all in form and substance reasonably satisfactory to the Administrative Agent and Majority Banks attached hereto as Exhibit Iits counsel; (ivc) the docHarbor Budget in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the The Administrative Agent shall have received evidence satisfactory to Agent, that upon such filings all fees and recordations, such security interests constitute valid other amounts due and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable law. (c) Since September 15, 2000, no event which has had, payable by Borrower on or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing prior to the Agent.Effective Date under the Fee Letter between Borrower and Administrative Agent dated September 7, 2012, all fees and other amounts due and payable by Borrower on or prior to the Effective Date under the Agreement and, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required as of the Effective Date to be reimbursed or paid by the Borrower under the Agreement; (d) The Borrower Administrative Agent shall have paid, or otherwise reimbursed the Banks for, the outstanding fees received true and expenses correct copies of the Bank Financial Consultant and the Agent's legal counsel presented executed amendments to the Borrower up through Note Purchase Agreements governing the date Senior Notes which shall modify the definition of this Agreement.Consolidated EBITDA included therein in a manner that is in form and substance acceptable to the Administrative Agent; (e) The Borrower Administrative Agent shall make have received a prepayment favorable written opinion (addressed to the Administrative Agent and the Banks Lenders and dated the Effective Date) of counsel for the Borrower and the Guarantors, covering the matters set forth in Sections 3.01, 3.02 and 3.03 of the amount Agreement in respect of $1,000,000.00 which shall be applied this Amendment and any Loan Documents executed in connection herewith and covering such other matters relating to the repayment of Borrower, the Existing Extensions of Credit in Guarantors, this Agreement or the manner transactions contemplated hereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion; (f) The representations and warranties contained herein and in the order set forth Agreement, as amended hereby, shall be true and correct in Section 3.2 all material respects as of the Credit AgreementEffective Date as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date; and (g) No Default shall exist as of the Effective Date.

Conditions. The effectiveness amendments set forth in Section 2 shall become effective on the date (“Amendment Effective Date”) when each of this Agreement shall be conditioned upon the following:following conditions has been satisfied (or waived by the Designated Lender): (a) The following documents Administrative Agent (or its counsel) shall have been duly authorized received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent and executed by the parties theretoDesignated Lender (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, shall be on behalf of itself and the Designated Lender, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, Intermediate Holdings and the Borrowers, in full force form and effect substance reasonably satisfactory to the Administrative Agent and no default shall exist thereunderthe Designated Lender, and (ii) foreign counsel as specified on Schedule 2, in each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent and the Designated Lender and (c) in form and substance reasonably satisfactory to the Administrative Agent and the Designated Lender and covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent or the Designated Lender shall reasonably request, and each of Holdings, Intermediate Holdings, each Borrower and each Subsidiary Loan Party hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have delivered original counterparts thereof to received a certificate of the AgentSecretary, Assistant Secretary or a director or similar officer of each Loan Party dated the Closing Date and certifying: (i) this Agreementa copy of the certificate or articles of incorporation, duly executed certificate of limited partnership, certificate of formation or other equivalent constituent and delivered governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation or limited liability company, certified as of a recent date by the BorrowerSecretary of State (or other similar official) (where such certification is available in such Loan Party’s jurisdiction of organization) of the jurisdiction of its organization, (2) in case of a German Loan Party, certified (beglaubigt) by the Agent and commercial register (Handelsregister) or a German notary, accompanied by an up-to-date (not older than 15 days) electronic excerpt of the Banks constituting Majority Banks;commercial register (elektronischer Handelsregisterauszug) or (3) otherwise certified by the Secretary or Assistant Secretary or (in the case of an English Loan Party) a director of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, in each case with a certification that such governing document has not been amended since the date of the last amendment disclosed pursuant to this subclause (c)(i), (ii) the a certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of good standing (to the signature of each officer extent such concept or a similar concept exists under the laws of such Person executing jurisdiction) of such Loan Documents to which it Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a party true and certifying that: (A) the articles complete copy of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws (or memorandum and articles, partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Person have not been amended, modified or repealed Loan Party as in effect on the Amendment Effective Date and at all times since a date prior to the date delivered to of the Agent, and resolutions described in clause (Civ) below, (iv) that attached thereto is true, correct a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Person Loan Party (or its managing general partner or managing member) authorizing the execution execution, delivery and delivery performance of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security Agreement; (iii) an initial 13-week cash flow projection (the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries Loan Documents dated as of November 8the Amendment Effective Date to which such Loan Party is a party, 2000 and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date, (v) if required in order to duly authorize the Transactions with respect to any Foreign Loan Party, a copy of a resolution signed by all the holders of the issued shares in such Foreign Loan Party, approving the terms of, and the transactions contemplated by, the Loan Documents to which such Foreign Loan Party is a party, (vi) 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 Loan Party, and (vii) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party. (d) The Administrative Agent shall have received a solvency certificate signed by a Financial Officer of Intermediate Holdings confirming the solvency of Intermediate Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Amendment Effective Date. (e) The Existing Borrowers shall have paid in full all of the Revolving Facility Loans outstanding under the Existing Credit Agreement, together with all accrued and unpaid fees and interest with respect to such Revolving Facility Loans and shall have terminated all Revolving Facility Commitments of all Lenders (other than the Designated Lender) under the Existing Credit Agreement. Any Letters of Credit outstanding under the Existing Credit Agreement shall have been terminated or rolled-over under the ABL Credit Agreement. (f) The Administrative Agent shall have received all fees payable thereto on or prior to the Amendment Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and all foreign counsel of the Administrative Agent) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (g) The Designated Lender shall have received all amounts due and payable on or prior to the Amendment Effective Date (including, to the extent invoiced, reimbursement or payment of all reasonable fees, charges and disbursements of Xxxxxxx XxXxxxxxx LLP and Blake, Xxxxxxx & Xxxxxxx LLP) required to be reimbursed in accordance with the Letter Agreement, dated as of March 15, 2013, between the Designated Lender and Intermediate Holdings. (h) The Collateral Agent shall have received the results of a recent lien search in the jurisdictions reasonably required by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the Amended Credit Agreement or discharged on or prior to the Amendment Effective Date pursuant to documentation satisfactory to the Collateral Agent and the Designated Lender, and the Collateral and Guarantee Requirement with respect to the Loan Parties and their Equity Interests shall have been satisfied in form and substance satisfactory to the Collateral Agent and Majority Banks attached hereto (except as Exhibit I;set forth in Schedule 5.10 to the Amended Credit Agreement). (ivi) The Other Principal Documents shall have been executed and delivered by each party thereto. (j) Except as set forth in Schedule 5.10 to the docHarbor Budget Amended Credit Agreement, all foreign and other Security Documents shall have been executed and delivered by each party thereto and all filings and other actions shall have been made or taken, in each case as is necessary to satisfy the Collateral and Guarantee Requirement under and as defined in the Amended Credit Agreement. (k) The ABL Credit Agreement shall have been executed and delivered by each party thereto, shall be in form and substance satisfactory to the Agent and Majority Banks; and (v) such other documents, certificates and instruments as the Agent reasonably requests. (b) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Administrative Agent and the Agent Designated Lender, and the Closing Date shall have received evidence satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawoccurred thereunder. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.

Conditions. The effectiveness of this Agreement shall be conditioned upon Fourth Amendment is subject to the followingsatisfaction of the following conditions precedent: (a) The following documents the Administrative Agent shall have been duly authorized and receive counterparts of this Fourth Amendment executed by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Borrower shall have delivered original counterparts thereof to the Agent: (i) this Agreement, duly executed and delivered by the Borrower, the Agent and the Banks constituting Majority BanksDetermining Lenders; (iib) the certificate Administrative Agent shall receive counterparts of the secretary or assistant secretary of this Fourth Amendment executed by the Borrower certifying as to the incumbency and genuineness of the signature of acknowledged by each officer of such Person executing Loan Documents to which it is a party and certifying that: Guarantor; (Ac) the articles Administrative Agent shall have received a certified resolution of incorporation of such Person have not been amended, modified or repealed since the date delivered to the Agent, (B) the by-laws of such Person have not been amended, modified or repealed since the date delivered to the Agent, and (C) attached thereto is true, correct and complete copy of resolutions duly adopted by the Board of Directors of such Person the Borrower authorizing the execution execution, delivery and delivery performance of this Agreement, the docHarbor Pledge Agreement and the docHarbor Security AgreementFourth Amendment; (iiid) the Administrative Agent shall have received an initial 13-week cash flow projection (opinion of counsel to the "Initial Cash Flow Projection") for the Borrower and its Domestic Subsidiaries dated as of November 8Borrower, 2000 in form and substance satisfactory to the Agent and Majority Banks attached hereto as Exhibit IAdministrative Agent; (ive) the docHarbor Budget Administrative Agent for the pro rata benefit of the Lenders shall have received payment of all accrued and unpaid interest on the outstanding Advances; (f) the Administrative Agent shall receive payment of all outstanding fees and expenses of counsel and consultants for the Administrative Agent, including without limitation, the fees and expenses of the Financial Advisor, Donxxxx Xxxxxxx xxd Carxxxx X.C. and Winxxxxx Xxcxxxxx & Minxxx X.C. and retainers in the amount of $100,000 for the Financial Advisor and $50,000 for Winstead Secxxxxx & Minxxx P.C.; (g) the Administrative Agent shall receive copies of the amendments to the Consulting Agreements which amend the Consulting Agreements to provide that management, advisory, consulting and similar fees owed to any Affiliate of the Borrower or any of its Subsidiaries may be accrued but shall not be paid to such Affiliate; (h) the Administrative Agent shall receive, in form and substance satisfactory to the Administrative Agent and Majority Banks; and (v) its counsel, such other documents, certificates and instruments as the Administrative Agent shall reasonably requests.require; and (bi) All filings and recordations that are necessary to perfect the security interests of the Banks in the property pledged as collateral pursuant to the various Security Documents shall have been received by the Agent and the Administrative Agent shall have received evidence an amendment to the Security Agreement and additional UCC-1 Financing Statements in form and substance satisfactory to Agent, that upon such filings and recordations, such security interests constitute valid and perfected first priority security interests and liens therein, subject only to Permitted Liens entitled to priority under applicable lawit. (c) Since September 15, 2000, no event which has had, or could reasonably be expected to have, a material adverse effect has occurred, except as a previously disclosed in writing to the Agent. (d) The Borrower shall have paid, or otherwise reimbursed the Banks for, the outstanding fees and expenses of the Bank Financial Consultant and the Agent's legal counsel presented to the Borrower up through the date of this Agreement. (e) The Borrower shall make a prepayment to the Agent and the Banks in the amount of $1,000,000.00 which shall be applied to the repayment of the Existing Extensions of Credit in the manner and in the order set forth in Section 3.2 of the Credit Agreement.