Common use of Conditions Clause in Contracts

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent, unless specifically waived by Agent: (a) Agent shall have received the following documents, each in form and substance satisfactory to Agent: (i) each of This Amendment, duly executed by Borrowers, together with the conditions set forth in Section 4.02 shall be satisfiedConsent and Ratification (the “Ratification”) hereto, duly executed by the Guarantors; (ii) no Officers’ Certificates dated as of the date of this Amendment, in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers’ and Guarantors’ Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or relating to the Agreement, this Amendment or the Ratification (hereinafter individually referred to as a “Loan Document” and collectively referred to as the “Loan Documents”); (b) The representations and warranties contained herein, in the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct as of the date hereof, as if made on the date hereof; (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained Default has been specifically waived in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)writing by Agent; and (vid) All corporate proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto, shall deliver or cause be satisfactory to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) The Lender shall become effective have received a counterpart of this Amendment duly executed by the Borrower and the Lender; (b) The Lender shall have received an executed copy of that certain letter agreement dated as of the Increase Effective Date; provided that:date hereof by and between the Borrower and the Lender (the “Fee Letter”); (c) The Lender shall have received: (i) each certificates of good standing or existence, as may be available from the Secretary of State of the conditions set forth jurisdiction of incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (ii) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in Section 4.02 shall any event, each Financial Institution Subsidiary), as may be satisfiedavailable from the Secretary of State of the jurisdiction of incorporation of each such Subsidiary and each other jurisdiction where such Subsidiary is required to be qualified to do business as a foreign corporation (except, solely with respect to United Community Bank, in the State of Tennessee); (iid) no Default The Lender shall have occurred received a certificate of the Secretary or Assistant Secretary of the Borrower attaching and be continuing or would result from certifying copies of its bylaws and of the borrowings to be made on resolutions of its board of directors, authorizing the Increase Effective Dateexecution, delivery and performance of this Agreement; (iiie) The Borrower shall have paid all fees and expenses contemplated by: (i) Section 7 hereof and (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)Fee Letter; and (vif) The Lender shall have received such other documents, instruments and agreements as the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date Lender may reasonably request relating to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agenttransactions contemplated herein.

Conditions. The Incremental Commitments effectiveness of the consents, terms and conditions contained herein shall be subject to the satisfaction, in the reasonable determination of Agent, of the following conditions: (a) in the event that Administrative Borrower shall elect for this Amendment No. 2 to become effective as by written notification received by Agent on or prior to January 29, 2010 (the date of the Increase Effective receipt by the Agent of such written notification, the “Election Date; provided that:”): (i) each Agent shall have received on or prior to the October 23, 2009 an original of the conditions set forth in Section 4.02 shall be satisfiedthis Amendment No. 2, duly authorized, executed and delivered by Borrowers and Guarantors; (ii) Agent shall have received on or prior to the October 23, 2009 all consents of Lenders required for the amendments and consents provided for herein; and (iii) as of the Election Date and after giving effect to this Amendment No. 2, no Default or Event of Default shall exist or have occurred and be continuing continuing; (b) on or would result from prior to the borrowings date of the first issuance of any New Opco Notes, (i) Agent shall have received on or prior to be made the October 23, 2009 an original of this Amendment No. 2, duly authorized, executed and delivered by Borrowers and Guarantors if not previously delivered pursuant to clause (a) above; (ii) Agent shall have received on or prior to the Increase Effective DateOctober 23, 2009 all consents of Lenders required for the amendments and consents provided for herein if not previously delivered pursuant to clause (b) above; (iii) the representations Agent shall have received true, correct and warranties contained in Article V and the other Loan Documents are true and correct in complete copies of all material respects on and as of the Increase New Opco Note Indenture Documents executed and delivered on the New Opco Note Indenture Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory toto Agent, it being acknowledged that New Opco Note Indenture Documents which are consistent in all material respects with the Administrative Description of Notes provided to and approved by the Agent at the time of the launch of the offering of the New Opco Notes shall be satisfactory; (iv) Agent shall have received a true, complete and correct copy of the Intercreditor Agreement, in substantially the form annexed hereto as Exhibit A, as duly authorized, executed and delivered by the parties thereto; (v) Agent shall have received evidence that all corporate and limited liability company proceedings with respect to the incurrence of the Indebtedness under the New Opco Note Indenture Documents have been taken by Borrowers, Guarantors and their Affiliates, as appropriate; (vi) Agent shall have received, in form and substance satisfactory to Agent, from Associated, a Secretary's certificate evidencing the adoption and subsistence of the corporate resolutions approving the execution, delivery and performance by Associated of this Amendment No. 2 and the agreements, documents and instruments to be delivered pursuant to this Amendment No. 2 including the transactions contemplated by the New Opco Note Indenture Documents; (vii) Agent shall have received a copy of the amendment to the certificate of incorporation of Associated Finance providing for the name change from Alside, Inc. certified by the Secretary of State of the State of Delaware and a UCC-3 reflecting the name change for filing with the Secretary of State of Delaware; and (viii) as of the date of the first issuance of any New Opco Notes and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing.

Conditions. The Incremental Commitments This Amendment shall become effective as of the Increase date hereof (the “First Amendment Effective Date; provided that”) upon receipt by the Administrative Agent of each of the following, in each case in form and substance satisfactory to the Administrative Agent: (ia) duly executed counterparts to this Amendment from the Borrower, each of other Loan Party and the conditions set forth in Section 4.02 shall be satisfiedRequired Lenders; (iib) a certificate, signed by a Responsible Officer of the Borrower, stating that (i) no Event of Default shall have has occurred and be continuing is continuing, or would result from the borrowings immediately after giving effect to be made on the Increase Effective Date; this Amendment, and (iiiii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as III of the Increase Effective Date, except to the extent that such representations Credit Agreement and warranties specifically refer to an earlier date, in which case they shall have been Section 4 below are true and correct in all material respects as of the First Amendment Effective Date (or in all respects as of such earlier date, date if such representation and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(awarranty is qualified by Material Adverse Effect or other materiality qualifier) and Section 5.05(b) shall be deemed (including with respect to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 solvency as of the end of the latest fiscal quarter for which internal financial statements are availableFirst Amendment Effective Date); (vc) a customary written opinion (addressed to the Borrowers Administrative Agent and the Lenders and dated the First Amendment Effective Date) of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, and covering such matters relating to the Loan Parties and this Amendment, as the Administrative Agent shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)reasonably request; and (vid) payment from the Borrower Representative shall deliver or cause of all fees due and payable as of the First Amendment Effective Date and all expenses required to be delivered officer’s certificates and legal opinions of reimbursed by the type delivered on the Restatement Effective Date Borrower for which invoices have been presented to the extent reasonably requested byBorrower (including the reasonable fees and expenses of legal counsel), and in form and substance reasonably satisfactory to, each case on or before the Administrative AgentFirst Amendment Effective Date.

Conditions. The Incremental Commitments shall become effective as effectiveness of Article II of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (ia) The Administrative Agent shall have received this Amendment duly executed by the Borrower, the Guarantors and the Banks and each Bank shall have receive a new Note in the amount of its Commitment in effect after giving effect to this Amendment if such Commitment amount is different then the conditions set forth in Section 4.02 shall be satisfiedprincipal amount of its existing Note; (iib) no Default The Administrative Agent shall have occurred received such documents and be continuing certificates as the Administrative Agent or would result from its counsel may reasonably request relating to the borrowings organization, existence and good standing of Borrower and the Guarantors, the authorization of this Amendment, the Notes and the transactions contemplated hereby and any other legal matters relating to be made on this Amendment reasonably requested by the Increase Effective DateAdministrative Agent, all in form and substance satisfactory to the Administrative Agent and its counsel; (iiic) the The representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and Documents, as of the Increase Effective Dateamended hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier date, representations and except that for purposes of this Section 2.14(b), warranties limited by their terms to a specific date and the representations and warranties contained in the first sentence of Section 5.05(a4.15(b) and Section 5.05(b) which shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 made as of the end of the latest fiscal quarter for which internal financial statements are availableEffective Date; (vd) The receipt by each Bank of a fee equal for each Bank to its Applicable Percentage of $62,500; (e) The Administrative Agent shall have received all fees due and payable on or prior to the Borrowers effective date of this Amendment; (f) No Default shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)exist; and (vig) All proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall deliver or cause be satisfactory to be delivered officer’s certificates Administrative Agent and its legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested bycounsel, and in form and substance reasonably satisfactory to, the Administrative AgentHunton & ▇▇▇▇▇▇▇▇ LLP.

Conditions. The Incremental Commitments shall become effective as obligations of the Increase Agent and the Banks under this Amendment are subject to the occurrence, prior to or simultaneously with the Third Amendment Effective Date; provided that, of each of the following conditions, any or all of which may be waived in whole or in part by the Banks in writing: a. The Borrowers shall have prepaid the Term Loan by an amount sufficient to cause the principal balance outstanding thereunder on and after the Third Amendment Effective Date to not exceed Sixty Million Dollars ($60,000,000); b. The Borrowers shall have paid (i) each to Comerica Bank, in its individual capacity and as Agent (for its sole account), any Arranger’s Fee fee due under the terms of the conditions set forth in Section 4.02 shall be satisfied; Supplemental Agency Fee letter dated July 15, 2009 (“2009 Agency Fee Letter”); and (ii) no Default to Comerica Bank in its capacity as Agent, for distribution to the Banks who have executed and delivered consents to this Amendment on or before close of business July 22, 2009 (“Consenting Banks”), an amendment fee in amount equal to 25.0 basis points payable on the Revolving Commitments plus the principal balance outstanding under the Term Loan of the Consenting Banks, in each case, with such amounts determined after giving effect to the reductions thereof provided for under the terms of this Amendment; c. The Borrowers shall have occurred executed and be continuing delivered (or would result from cause to have executed and delivered) to the borrowings to be made on Banks any and all documents reasonably requested by the Increase Effective DateBanks; (iii) d. All actions, proceedings, instruments and documents required to carry out the representations transactions contemplated by this Amendment or incidental thereto and warranties contained in Article V all other related legal matters shall have been satisfactory to and the approved by Agent’s counsel, and said counsel shall have been furnished with such certified copies of actions and proceedings and such other Loan Documents are true instruments and correct in all material respects on and documents as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)reasonably requested; and (vi) e. Agent shall have received the Borrower Representative shall deliver or cause to be delivered officer’s certificates agreements, instruments and legal opinions of the type delivered documents listed on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative AgentClosing Checklist attached hereto as Annex II.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent, unless specifically waived by Agent: (a) Agent shall have received the following documents, each in form and substance satisfactory to Agent: (i) each of This Amendment, duly executed by Borrowers, together with the conditions set forth in Section 4.02 shall be satisfied;Consent and Ratification (the "Ratification") hereto, duly executed by the Guarantors; and (ii) no Company General Certificates dated as of the date of this Amendment, in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers' and Guarantors Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or relating to the Agreement, this Amendment or the Ratification (hereinafter individually referred to as a "LOAN DOCUMENT" and collectively referred to as the "LOAN DOCUMENTS"); (b) The representations and warranties contained herein, in the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct as of the date hereof, as if made on the date hereof; (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained Default has been specifically waived in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)writing by Agent; and (vid) All corporate proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto, shall deliver or cause be satisfactory to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments This Amendment shall become effective as upon the satisfaction of the Increase following conditions precedent no later than February 9, 2017 (the “Fifth Amendment Effective Date; provided that:”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) each of resolutions or other action authorizing the conditions set forth in Section 4.02 shall be satisfied; actions under this Amendment and the Credit Agreement as amended hereby, (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; incumbency certificates, (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as certified copies of the Increase Effective DateOrganization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the date hereof (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since August 2, 2016) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that such representations and warranties specifically refer failure to an earlier date, in which case they shall do so could not reasonably be expected to have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01a Material Adverse Effect. (ivc) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 5 have been satisfied, and (ii) that there has been no event or circumstance since December 29, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties on a pro forma consolidated basis before and after giving effect to this Amendment, from the chief financial officer of the Borrower. (assuminge) The Administrative Agent shall have received an executed copy of an agreement by a Sponsor Investor, in form and substance reasonably acceptable to the case Administrative Agent, to purchase Qualified Securities in the Borrower for not less than $18,500,000 in gross cash proceeds and the Borrower shall receive the proceeds of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawnissuance no later than the Fifth Amendment Effective Date. (f) The Administrative Agent shall have received the list of Restaurants to be closed or refranchised referred to in the definition of “Identified Restaurant Closures/Re-Franchisings (2017), ” in the Borrowers Credit Agreement which shall be in compliance with each of form and substance acceptable to the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available;Administrative Agent. (vg) the Borrowers The Administrative Agent shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested byhave received an agreeement, and in form and substance reasonably satisfactory to, to the Administrative Agent, acknowledging and agreeing that certain of the text shown as unmarked text in Exhibit A to the Fourth Amendment is not, and has never been, effectively part of the Credit Agreement, despite a scrivener’s error which included at least part of such text as unmarked text in Exhibit A to the Fourth Amendment. (h) The representations and warranties set forth in Section 4 hereof shall be true and correct. (i) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the Fifth Amendment Effective Date pursuant to that certain Fifth Amendment Fee Letter dated as of February 8, 2017 by and among the Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of this Amendment). (j) The Administrative Agent shall have been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, to the extent documented prior to or on the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in this Section 5(j); provided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. 2.1 The Incremental Commitments shall become effective as obligations of the Increase Effective Date; provided thatInvestor to subscribe and pay for the Firm Shares shall be conditional on the following Conditions being satisfied: (i) 2.1.1 the ownership of all of the Key Intellectual Property Rights having been duly vested into the Issuer or any of its subsidiaries free from all Encumbrances to the satisfaction of the Investor; 2.1.2 the Reorganisation having been duly completed to the satisfaction of the Investor; 2.1.3 each of the conditions set forth in Section 4.02 shall be satisfied; Key Employees having duly entered into an employment agreement (iior supplemental agreement) no Default shall have occurred containing restrictive covenants provisions with the Issuer or its subsidiaries and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and termination provisions in form and substance acceptable to the Investor; 2.1.4 all of the Warranties made, or any of the undertakings given, by the Issuer under this Agreement continuing to be true, accurate and correct and not misleading as of the Closing Date, and as if made on the Closing Date; 2.1.5 the Issuer having obtained all necessary authorisations, approvals or consents required under the Articles and By-laws and applicable Laws for entering into this Agreement and the transactions contemplated hereunder, including the allotment and issue of the Subscription Shares; 2.1.6 the Investor having obtained all necessary authorisations, approvals or consents required under its articles and by-laws and applicable Laws to subscribe for the Subscription Shares from the Issuer; 2.1.7 the Investor having been satisfied with the results of its due diligence investigations on the Issuer and its Subsidiaries, taken as a whole and being satisfied that key technologies and products of the Issuer can be applied commercially and in an economically viable and profitable manner; 2.1.8 all the authorisations, approvals, consents, waivers and permits of the relevant authorities of the relevant jurisdictions which are necessary to give effect to this Agreement and the transactions contemplated hereunder as required by all applicable Laws having been granted, received and obtained and remaining in full force; 2.1.9 the Issuer having performed all of its obligations hereunder expressed to be performed on or before such dates; 2.1.10 no shares or securities convertible into shares having been issued by the Issuer or its Subsidiaries since the date of this Agreement; 2.1.11 no Material Adverse Effect having occurred; 2.1.12 no injunction, interim or otherwise, having been granted in respect of the Issuer which would prohibit the Issuer from entering into and performing its obligations under this Agreement; and 2.1.13 there being no litigation pending against the Issuer that, if decided adversely, would inhibit or otherwise delay the consummation of the transactions contemplated in this Agreement. 2.2 The Investor may in its absolute discretion at any time before Closing waive any of the Conditions by notice to the Issuer and such waiver may be subject to such terms and conditions as may be agreed between the Investor and the Issuer in writing. 2.3 If any of the Conditions remain unsatisfied or is not waived on the day falling on the expiry of the Long Stop Date or becomes incapable of fulfilment on or before the day falling on the expiry of the Long Stop Date (other than as a result of a breach of this Agreement by Powin Corp or the Issuer), this Agreement, other than clause 1 (Interpretation), this clause 2 (Conditions), clauses 8 (Costs and Expenses), 9 (Announcement, Information and Confidentiality), 10 (Notices), 12 (Entire Agreement), 14 (Waiver), 15 (Partial Invalidity), 18 (Governing Law and Jurisdiction) and 19 (Counterparts) shall automatically terminate with immediate effect and each Party's rights and obligations other than those specified above shall cease immediately on termination. Such termination shall not affect the rights and obligations of the Parties existing before termination. 2.4 The Issuer shall, at its own cost, use its best endeavours to ensure that the Conditions set out in clause 2.1 (other than clause 2.1.6) are fulfilled as soon as reasonably satisfactory to, practicable after the Administrative Agentdate of this Agreement. 2.5 Each Party shall notify the other Parties as soon as practicable after it becomes aware that a Condition in clause 2.1 has been satisfied or that any such Condition is incapable of fulfilment.

Conditions. The Incremental Commitments This Amendment No. 3 shall become effective as of the Increase date (the “Amendment No. 3 Effective Date; provided that”) when, and only when, each of the following conditions precedent shall have been (or is or will be substantially concurrently therewith) satisfied: (a) The Administrative Agent (or its counsel) shall have received from each of Borrower and the Required Lenders either (i) a counterpart of this Amendment No. 3 signed on behalf of Borrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission or other electronic communication permitted under the Credit Agreement of a signed signature page of this Amendment No. 3) that each of Borrower and the conditions set forth in Section 4.02 shall be satisfiedRequired Lenders has signed a counterpart of this Amendment No. 3; (iib) no Default Borrower shall have occurred and be continuing paid (or would result from the borrowings have caused to be made paid) to the Administrative Agent, for the benefit of each Lender who consents to this Amendment No. 3 on or prior to 5:00 p.m., New York City time, on October 28, 2009, a fee (in immediately available funds) on the Increase Amendment No. 3 Effective Date in an amount equal to 20 basis points of each such Lender’s outstanding Loans and unused Revolving Commitments as of the Business Day ending immediately prior to the Amendment No. 3 Effective Date; (iiic) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except Except with respect to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer amendments to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants Credit Agreement set forth in Section 7.11 as 1(ii)(c) and Section 1(ix) of this Amendment No. 3, (which amendments shall become effective on the end of date this Amendment No. 3 has been executed by Borrower and the latest fiscal quarter for which internal financial statements are available; (vRequired Lenders and to the extent all the other conditions in this Section 3 have been satisfied) the Borrowers Merger Transactions shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)have been consummated; and (vid) the Borrower Representative shall deliver have paid (or cause have caused to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date paid), in each case to the extent reasonably requested byinvoiced prior to the Amendment No. 3 Effective Date, all reasonable out-of-pocket costs and expenses of the Administrative Agent in form connection with the preparation, reproduction, execution and substance reasonably satisfactory todelivery of this Amendment (including, without limitation, the Administrative Agentreasonable fees, charges, disbursements and out-of-pocket expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP with respect thereto).

Conditions. The Incremental Commitments effectiveness of Article 2 of this Amendment is subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall become effective have received (i) from each party hereto a counterpart of this Amendment signed on behalf of such party (which, subject to Section 9.06(b) of the Credit Agreement, may include any Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) and (ii) duly executed copies of any other Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request at least two Business Days prior to the Amendment Effective Date in connection with the transactions contemplated by this Amendment, the Credit Agreement and the other Loan Documents, all in form and substance satisfactory to the Administrative Agent; (b) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Amendment Effective Date; (c) Immediately after giving effect to this Amendment, the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the Increase Amendment Effective Date; provided that: Date (i) each it being understood and agreed that any representation or warranty which by its terms is made as of the conditions set forth in Section 4.02 a specified date shall be satisfiedrequired to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects); (iid) Immediately after giving effect to this Amendment, no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Datecontinuing; (iiie) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they No event shall have been true occurred and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) no condition shall exist which has or could be deemed reasonably expected to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on have a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)Material Adverse Effect; and (vif) The Administrative Agent and its counsel shall have completed all legal due diligence, the Borrower Representative results of which shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the to Administrative AgentAgent in its sole discretion.

Conditions. The Incremental Commitments This Limited Waiver and Amendment shall become effective as of the Increase date (the “Effective Date; provided that”), when, and only when, each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied: (a) The Administrative Agent (or its counsel) shall have received from the Borrower either (i) each a counterpart of this Waiver and Amendment signed on behalf of Borrower or (ii) written evidence satisfactory to the conditions set forth Administrative Agent (which may include facsimile transmission of a signed signature page of this Waiver) that Borrower has signed a counterpart of this Waiver and Amendment, in Section 4.02 shall be satisfiedeither case by no later than 11:59 PM New York City time on May 19, 2008; (iib) no Default The Administrative Agent shall have occurred received evidence satisfactory to the Administrative Agent that the Company (as defined in the Senior Unsecured Note Purchase Agreement) and be continuing or would result from the borrowings to be made Required Note-Holders (as defined in the Senior Unsecured Note Purchase Agreement) shall have entered into a waiver and amendment of the Senior Unsecured Note Purchase Agreement on terms and conditions (including, without limitation, that the 2% of additional interest accruing on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers loans thereunder shall be in compliance with each the form of pay-in-kind interest) satisfactory to the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly Administrative Agent and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)Required Lenders; and (vic) Borrower shall have amended the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions provision of its outstanding Indebtedness under Section 6.01(o) of the type delivered on the Restatement Effective Date Credit Agreement to the extent reasonably requested by, and add subordination provisions in form and substance reasonably satisfactory to, to the Administrative AgentAgent and, in any event, not less favorable to the Lenders under the Credit Agreement than to the Note Holders under the Senior Unsecured Note Purchase Agreement.

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b)2.16, the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01.; (iv) on a pro forma basis Pro Forma Basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Company shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers Company shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and3.05; (vi) the Borrower Representative Company shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and (vii) (A) upon the reasonable request of any Lender made at least five (5) days prior to the Increase Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Increase Effective Date and (B) at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is ---------- conditioned by the satisfaction of each of the Increase Effective Date; provided thatfollowing conditions precedent: (a) Concurrently with its execution of this Amendment, Borrower shall pay an amendment fee to Bank of America in the amount set forth in the letter agreement referred to in the preceding paragraph; (b) Concurrently herewith Borrower and each Guarantor shall enter into (i) Security Agreements (including, without limitation, each of the Deposit Account Control Agreements referred to therein) in form and substance acceptable to the Administrative Agent and in form sufficient to permit filing with the United States Patent and Trademark Office, and (ii) collateral assignments of its life insurance policies (other than (x) such policies as are held in trust and, pursuant to the terms of such trust, are not permitted to be collaterally assigned and (y) such policies as are currently scheduled to be transferred to a trust and are so transferred on or prior to July 1, 2002, each of which is listed on Annex II attached hereto), in form and substance acceptable to the Administrative Agent, pursuant to which Borrower and Guarantor shall grant to the Administrative Agent, for the benefit of the Lenders, first priority perfected Liens in substantially all of their respective personal property assets (including without limitation their intellectual property); (c) Borrower and each Guarantor shall have delivered certified copies of (i) resolutions authorizing the execution, delivery and performance of the instruments, documents and agreements contemplated hereby, and (ii) such good standing certificates and other documents as the Administrative Agent may request; and (d) Korn/Ferry International Futurestep, Inc. shall have countersigned this Amendment. To the extent that any of the foregoing conditions have not been satisfied as of February 28, 2002, Bank of America may elect to treat this Amendment as effective and such unsatisfied conditions as conditions subsequent, and the Borrower shall cause each such condition subsequent to be completed within five Business Days (the failure of any such conditions subsequent constituting an Event of Default hereunder); provided, however, that (a) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings Deposit -------- ------- Account Control Agreements referred to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) above and (b), respectively, ) the execution and delivery of Section 6.01. (iv) on the insurer consents and the performance of such other acts as shall be required to provide the Lenders with a pro forma basis (assuming, perfected security interest in the case of Incremental Revolving Commitmentsabove-referenced insurance policies, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be delivered and/or duly performed and completed as soon as reasonably practicable, but in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested byno event, and in form and substance reasonably satisfactory tolater than March 31, the Administrative Agent2002.

Conditions. The Incremental Commitments shall become effective as effectiveness of Article 2 of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (a) Lender shall have received all of the following, each dated (unless otherwise indicated) the date of this Amendment, in form and substance satisfactory to Lender: (i) each of the conditions set forth in Section 4.02 shall be satisfiedthis Amendment, duly executed by Borrower and Lender; (ii) no Default shall have occurred Borrower’s good standing certificates in Borrower’s jurisdiction of organization and be continuing or would result from the borrowings each other jurisdiction where Borrower is qualified to be made on the Increase Effective Datedo business; (iii) the General Partner’s and UMT Services’ good standing certificates in the General Partner’s and UMT Services’ jurisdiction of organization and each other jurisdiction where the General Partner and UMT Services are qualified to do business; (iv) UCC search results against Borrower from its jurisdiction of organization; (v) payment by Borrower to Lender of all fees (including the fee required by Section 3.2 below), costs, and expenses owed to and/or incurred by Lender in connection with the Loan Agreement or this Amendment; (b) Lender shall have received such additional documentation and information as Lender or his legal counsel, Hunton & W▇▇▇▇▇▇▇ LLP, may request; (c) The representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and Documents, as of the Increase Effective Dateamended hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed limited by their terms to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availablespecific date; (vd) the Borrowers No Default or Event of Default shall jointly have occurred and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)be continuing; and (vie) All proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall deliver or cause be satisfactory to be delivered officer’s certificates Lender and his legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested bycounsel, and in form and substance reasonably satisfactory to, the Administrative AgentHunton & W▇▇▇▇▇▇▇ LLP.

Conditions. The Incremental Commitments Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until: a. It has been executed and delivered by all parties to the Credit Agreement as amended hereby, and acknowledged and agreed to by STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Guarantor”); b. The Amended Note shall have been executed and delivered by the Company, in form and substance satisfactory to the Lender; c. The Lender shall have received certificates as of a recent date of the Increase Effective Date; provided that:good standing (or comparable standing) of the Company under the laws of its jurisdiction of organization; d. The Lender shall have received a certificate of an appropriate officer of the Company certifying as to the incumbency and genuineness of the signature of each officer of the Company executing this Amendment and the Amended Note and certifying that attached thereto is a true, correct and complete copy of (i) each the certificate of formation of the conditions set forth in Section 4.02 shall be satisfied; Company and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on operating agreement of the Increase Effective Date; Company all amendments thereto, (iii) the representations and warranties contained in Article V resolutions duly adopted by the board of directors of the Company authorizing the borrowings contemplated hereunder and the other Loan Documents are true execution, delivery and correct performance of this Amendment and the Amended Note; e. The Lender shall have received (i) searches of UCC filings in all material respects on and as the jurisdiction of incorporation of the Increase Effective DateCompany, except to copies of the extent financing statements on file in such jurisdiction and evidence that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) no Liens exist other than Permitted Liens and (b), respectively, of Section 6.01. (ivii) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly tax lien and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)judgment searches; and (vi) f. The Company and the Borrower Representative Guarantor shall deliver have delivered such other corporate documents as Lender or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent its counsel may reasonably requested byrequest, and in form and substance reasonably satisfactory to, to the Administrative AgentLender.

Conditions. The Incremental Commitments This Agreement shall become effective as of the Increase Effective first date (the “Incremental Facility Closing Date; provided that”) when each of the following conditions shall have been satisfied: (ia) the Administrative Agent shall have received from the Borrower, each of Additional Lender and the Administrative Agent an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof; (b) the conditions set forth in Section 4.02 4.03(a) and (b) of the Credit Agreement shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects satisfied on and as of the Increase Effective Date, except Incremental Facility Closing Date (it being understood that all references to “the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as date of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained Borrowing” in Section 5.05(a) and Section 5.05(b) 4.03 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (bIncremental Facility Closing Date), respectively, of Section 6.01. (iv) on and the Administrative Agent shall have received a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 certificate dated as of the end Incremental Facility Closing Date, and signed by the President, a Vice President or a Financial Officer of the latest fiscal quarter for which internal financial statements are availableBorrower, to such effect; (vc) the Borrowers Administrative Agent shall jointly have received a certificate, dated as of the Incremental Facility Closing Date and severally make signed by a Financial Officer of the Borrower, to the effect of clause (c) of Section 3 above, together with reasonably detailed calculations demonstrating compliance with clause (c) of Section 3; (d) any breakage payments fees and expenses owing by the Borrower to the Administrative Agent (or its affiliates) in connection with any adjustment of herewith and invoiced to the Borrower in reasonable detail prior to the date hereof shall have been paid in full; (e) there shall be no outstanding Revolving Loans pursuant to Section 2.14(d)on and as of the Incremental Facility Closing Date; and (vif) the Borrower Representative each Loan Party not a party hereto shall deliver or cause to be have executed and delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and a reaffirmation agreement in form and substance reasonably satisfactory to, to the Administrative Agent.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Agreement is subject to the satisfaction of the Increase following conditions precedent (the date on which such effectiveness occurs, the “Forbearance Effective Date; provided that:”): (ia) each the Administrative Agent shall have received this Agreement duly executed by the Borrower, the Guarantors, the Administrative Agent and Lenders constituting at least the Majority Lenders; (b) the Administrative Agent shall have received a certificate of an Authorized Officer of the conditions Borrower certifying that the representations and warranties of the Borrower set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents 7 hereof are true and correct in all material respects on respects; (c) the Administrative Agent and as of the Increase Effective Date, except Forbearing Lenders (and their respective advisors) shall have been paid all expenses required to be paid hereunder or under any other Credit Document to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(ainvoiced at least two (2) and Section 5.05(b) shall be deemed to refer Business Days prior to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)Forbearance Effective Date; and (vid) receipt by the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions Administrative Agent of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and an executed forbearance agreement in form and substance reasonably satisfactory toacceptable to the Administrative Agent and the Majority Lenders with respect to each of the 2017 Term Loan Agreement and the 2016 Term Loan Agreement, which forbearance agreements shall provide for a forbearance covering the Borrower’s failure to make the interest payments due thereunder on May 29, 2020 (each, an “Overdue Term Loan Interest Payment”) and any other related defaults or events of default thereunder (such forbearance agreements, the Administrative Agent“Other First Lien Forbearance Agreements”).

Conditions. The Incremental Commitments effectiveness of this Amendment shall become effective be subject to satisfaction of the following conditions precedent, all in form and substance satisfactory to the Required Purchasers: (a) This Amendment shall have been executed and delivered by each of the Agents, the Issuers, the Guarantor, the Additional Guarantor and the Required Purchasers. (b) On the date hereof, each of the Consenting Purchasers shall have received an originally executed Warrant Agreement in substantially the form attached as Exhibit C to the Existing Credit Agreement (except as provided in Section 3 of this Amendment) covering the number of Subordinate Voting Shares of the Guarantor specified in Section 3 hereof. (c) On the date hereof, each of the Purchasers shall have received an originally executed a copy of the Additional Guaranty Agreement in the form attached hereto as Annex C. (d) Each of the Purchasers shall have received an originally executed copy of the written opinion of Dentons US LLP, counsel for the Issuers, the Guarantor and Additional Guarantor, dated as of the Increase Effective Date; provided that:effective date of this Amendment, in form and substance reasonably satisfactory to the Purchasers (a copy of which shall have been delivered to the Administrative Agent). (ie) each Each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default Purchasers shall have occurred and be continuing or would result from received a certificate of the borrowings to be made on chief financial officer of the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and Guarantor that confirms compliance, as of the Increase First Amendment Effective Date, except to of the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in Loan Parties with all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as 6.10 of the end Existing Credit Agreement, as amended by this Amendment. (f) The Initial Issuers shall pay the amendment fee of the latest fiscal quarter for which internal financial statements are available; (v) Agents, and the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officerreasonable attorney’s certificates and legal opinions fees of the type delivered on Agents, in each case as set forth in a statement or invoice provided by the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative AgentAgents.

Conditions. The Incremental Commitments waiver and amendments contained herein are expressly subject to and shall become be effective only upon the satisfaction of the following conditions precedent on or before the Effective Date: (a) Copies, certified as of the Increase Effective Date; provided that:, of such corporate documents of the Company and the Guarantor as the Bank may request, including articles of incorporation and by-laws (or certifying as to the continued accuracy of the articles of incorporation and by-laws previously delivered to the Bank), and incumbency certificates, and such documents evidencing necessary corporate action by the Company and the Guarantor with respect to this Amendment and all other agreements or documents delivered pursuant hereto as the Bank may request. (ib) each This Amendment shall have been duly executed by the Company and acknowledged by the Guarantor. (c) All accrued, unpaid interest on the Loans outstanding as of the conditions set forth Effective Date shall have been paid in Section 4.02 shall be satisfied;full. (iid) The Bank shall have been paid a waiver fee in the amount of Fifteen Thousand and 00/100 Dollars ($15,000.00). (e) The Company shall have paid all costs and expenses incurred by the Bank in connection with the negotiation, preparation and closing of this Amendment and any other documents and agreements delivered pursuant hereto, including the reasonable fees and out-of-pocket expenses of Baker & Daniels, special counsel to the Bank. (f) As of the ▇▇▇▇ of ▇▇▇▇▇▇ion of this Amendment, no Event of Default shall have occurred exist and be continuing or would result from the borrowings to be made on the Increase Effective Date;continuing. (iiig) the The representations and warranties contained of the Company referred to in Article V and the other Loan Documents are Section 4 hereof shall be true and correct complete in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01respects. (ivh) on a pro forma basis (assuming, in The Company and the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Guarantor shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly have executed and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent Bank such additional agreements, documents and certifications, fully executed by the Company and the Guarantor, as may be reasonably requested by, and in form and substance reasonably satisfactory to, by the Administrative AgentBank.

Conditions. The Incremental Commitments shall become effective as obligations of the Increase Effective Date; provided thatLenders to make Term Loans C are subject to the satisfaction of the following conditions: (ia) each of the conditions The Administrative Agent shall have received a Borrowing Request as required by Section 2.03. (b) The representations and warranties set forth in Section 4.02 Article III hereof shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Datedate of such Borrowing, with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, date (in which case they such representations and warranties shall have been be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (ivc) At the time of and immediately after such Borrowing, no Event of Default or Default shall have occurred and be continuing. (d) The Administrative Agent (or its counsel) shall have 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 transmission of a pro forma basis (assuming, in the case signed signature page of Incremental Revolving Commitments, this Agreement) that such Incremental Revolving Commitments are fully drawn)party has signed a counterpart of this Agreement. (e) The Administrative Agent shall have received, on behalf of itself, the Borrowers shall be in compliance with each of Collateral Agent and the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered Lenders on the Restatement Effective Date to Closing Date, a favorable written opinion of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for Holdings and the extent reasonably requested byBorrower, and in form and substance reasonably satisfactory toto the Administrative Agent and (ii) such local U.S. and/or foreign counsel as reasonably requested by the Administrative Agent, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Documents and the Transaction as the Administrative Agent shall reasonably request, and each of Holdings and the Borrower hereby instructs its counsel to deliver such opinions. (f) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent. (g) The Administrative Agent shall have received in the case of each person that is a Loan Party on the Closing Date each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a -76- certificate as to the good standing under the jurisdiction of its organization (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official), (B) in the case of a partnership or limited liability company, certified by the manager, Secretary or Assistant Secretary or other appropriate officer of each such Loan Party or (C) in the case of a Cayman Islands exempted company, a copy of the memorandum and articles of association of such company stamped as registered and filed as of a recent date by the Registrar of Companies in the Cayman Islands; (ii) a certificate of the manager, director, Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of a Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (C) that the certificate or articles of incorporation, memorandum and articles of association, partnership agreement or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, (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 and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer, director or attorney-in-fact as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent may reasonably request (including, without limitation, tax identification numbers and addresses). (h) The Collateral and Guarantee Requirements required to be satisfied as of the Closing Date shall have been satisfied or waived. (i) Senior Subordinated Notes shall have been issued concurrently with the making of the C Term Loans hereunder with net proceeds to the Borrower equal to at least (i) the sum of the aggregate principal amount of the Senior Subordinated Bridge B Loans and Senior Subordinated Bridge C Loans (plus any pay-in-kind interest thereon) less (ii) the aggregate principal amount of Term Loans C incurred on the Closing Date. (j) The Lenders shall have received the financial statements referred to in Section 3.05(a). (k) The Lenders shall have received the PRO FORMA consolidated balance sheet referred to in Section 3.05(b). (l) The Lenders shall have received a solvency certificate substantially in the form of EXHIBIT G and signed by a director or a Responsible Officer of Holdings confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the Closing Date. (m) The Administrative Agent shall have received all fees payable to it, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any other Lender on or prior to the Closing Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of White & Case LLP and U.S. and foreign local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.

Conditions. The Incremental Commitments This Amendment shall become be effective as upon the satisfaction of the Increase following conditions precedent (the “Effective Date; provided that: ”): (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiia) the representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof, except for such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained limited by their terms to a specific date; (b) except as specifically waived in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b)4 of this Amendment, respectively, no Default or Event of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Default shall be in compliance with each of the covenants set forth in Section 7.11 existence as of the end date hereof; (c) Borrower shall have delivered to the Agent an executed original copy of this Amendment and each other agreement, document or instrument reasonably requested by the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments Agent in connection with any adjustment of Revolving Loans pursuant to Section 2.14(dthis Amendment; (d); and (vii) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions holders of the type delivered on Subordinated Debt and Borrower shall have executed a Sixth Amendment to Note Purchase Agreement (the Restatement Effective Date “Note Purchase Agreement Amendment”) in the form attached hereto as Exhibit A and (ii) the holders of the Subordinated Debt shall have consented in writing to the extent reasonably requested bythis Amendment, and in form and substance reasonably satisfactory toto Agent, and none of the Administrative provisions of this Amendment shall be a breach or event of default under the Note Purchase Agreement or with respect to the Subordinated Debt; (e) Borrower shall have paid to Agent all fees, costs and expenses owed to and/or incurred by the Agent and Lenders arising in connection with the Loan Documents and/or this Amendment; and (f) all proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent, unless specifically waived in writing by Lender: (a) Lender shall have received the following documents, each in form and substance satisfactory to Lender: (i) each of the conditions set forth in Section 4.02 shall be satisfiedthis Agreement, duly executed by Borrowers; (ii) no a copy of the Series A Articles of Amendment amending the Red Mountain Articles of Incorporation in the form to be duly filed with the Secretary of State of Florida; (iii) Resolutions of the Board of Directors (or other governing body) of each Borrower certified by the Secretary or an Assistant Secretary (or other custodian of records of each Borrower) which authorize the execution, delivery, and performance by each Borrower of this Agreement and the other Loan Documents to be executed in connection herewith; (iv) Resolutions of the Board of Directors of Red Mountain certified by the Secretary of Red Mountain authorizing the amendment to the Red Mountain Articles of Incorporation as set forth in the Series A Articles of Amendment; (b) The representations and warranties contained in the Loan Agreement, as amended hereby, and in each other Loan Document shall be true and correct as of the date hereof, as if made on the date hereof, except to the extent such representation and warranties relate to an earlier date; (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or would result from the borrowings to be made on the Increase Effective DateDefault has been specifically waived in writing by Lender; (iiid) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier dateLender shall have received, in which case they shall have been true good and correct in all material respects as of such earlier dateimmediately available funds, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, fee in the case amount of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)$7,500.00; and (vie) All corporate proceedings taken in connection with the Borrower Representative transactions contemplated by this Agreement and all documents, instruments and other legal matters incident thereto, shall deliver or cause be satisfactory to be delivered officer’s certificates Lender and its legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentcounsel.

Conditions. The Incremental Commitments effectiveness of this Agreement shall become effective as of be conditioned on the Increase Effective Date; provided thatfollowing: (ia) each of Borrower shall have executed and delivered to Lender all documentation and other deliverables required pursuant to the conditions set forth in Section 4.02 shall be satisfiedSeries A Modification; (iib) no Default Statehouse shall have occurred and be continuing or would result from entered into a modification of the borrowings Other Loan as to be made on which it is a Borrower addressing the Increase Effective Datematters addressed above; (iiic) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as Urbn Leaf shall have entered into a modification of the Increase Effective Date, except Other Loan as to which it is a Borrower addressing the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availablematters addressed above; (vd) the Borrowers Borrower shall jointly and severally make any breakage payments have paid all expenses (including, without limitation, reasonable legal fees) incurred by Lender in connection with any adjustment the preparation, review and negotiation of Revolving Loans this Agreement and all other documents contemplated hereby (collectively, the “Modification Documents”); (e) Borrower shall have paid to Lender all amounts due pursuant to Section 2.14(d)the Series A Modification and satisfied all other closing conditions to ▇▇▇▇▇▇’s satisfaction; (f) Borrower shall have delivered to Lender evidence reasonably satisfactory to Lender that the execution and delivery of the Modification Documents by ▇▇▇▇▇▇▇▇ has been duly authorized by all necessary action of the Borrower Parties and their respective members, managers, board of directors and shareholders, as applicable; and (vig) the Borrower Representative shall deliver have delivered to Lender one or cause to be delivered officer’s certificates and more legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory toto Lender and its counsel regarding the execution, delivery, authorization and enforceability of the Administrative AgentModification Documents and such other matters as Lender may reasonably require.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the Increase Effective Date; provided thatfollowing conditions: (ia) each the execution and delivery of this Amendment by the conditions set forth in Section 4.02 shall be satisfiedBorrower and the Lender; (iib) no Default the execution and delivery of a pledge agreement (the “Pledge Agreement”) pursuant to which DBM grants to the Lender a first priority pledge of all of DBM’s shares of common stock in Xcede Technologies, Inc., together with the original stock certificate(s) and stock power(s) executed in blank by DBM (the “Pledged Collateral”). (c) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have occurred been delivered, executed and shall be continuing or would result from in form and substance satisfactory to the borrowings to be made on the Increase Effective DateLender; (iiid) the representations and warranties contained Massachusetts Capital Resources Company shall have consented in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except writing to the extent that such representations and warranties specifically refer to an earlier datematters described herein, in which case they shall have been true and correct in all material respects as of such earlier dateagreed to release its liens on the Xcede Assets, shall have agreed to a junior lien on the Pledged Collateral, and except that for purposes of this Section 2.14(b)shall executed and delivered a consent, limited waiver and amendment to the representations and warranties contained in Section 5.05(a) and Section 5.05(b) existing note purchase agreement with the Borrower which shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory toto the Lender; (e) The Borrower shall have paid $300,000 as a prepayment on the Term Loan, which shall be applied to the Administrative Agentunpaid principal balance thereof in inverse order of maturity; and (f) the Borrower shall have paid the Lender all fees, costs and expenses of the Lender in connection with this Amendment, including, without limitation, reasonable fees, costs and expenses of counsel. The date on which all of the conditions this Section 5 shall have been satisfied shall be the “Effective Date.”

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase following conditions precedent or concurrent on November 24, 2015 (the “Second Amendment Effective Date; provided that:”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) each of resolutions or other action authorizing the conditions set forth in Section 4.02 shall be satisfied; actions under this Amendment and the Credit Agreement as amended hereby, (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; incumbency certificates, (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as certified copies of the Increase Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the Second Amendment Effective DateDate (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since such Organization Documents were previously delivered to the Administrative Agent) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that such failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 5 have been satisfied, and (ii) that there has been no event or circumstance since December 31, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to this Amendment, from the chief financial officer of the Borrower. (e) The Administrative Agent shall have received a favorable opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, and (ii) the General Counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the due execution and authority of each Loan Party to enter into this Amendment, in each case in form, scope and substance reasonably satisfactory to the Administrative Agent. (f) The representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 4 hereof shall be true and correct. (g) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the Second Amendment Effective Date pursuant to that certain Second Amendment Fee Letter dated as of November 24, 2015 by and among the end Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of the latest fiscal quarter for which internal financial statements are available;this Amendment). (vh) the Borrowers The Administrative Agent shall jointly have been reimbursed for all reasonable and severally make any breakage payments documented fees and out-of-pocket charges and other expenses incurred in connection with any adjustment this Amendment, including, without limitation, the reasonable fees and disbursements of Revolving Loans pursuant to Section 2.14(d); and (vi) counsel for the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date Administrative Agent, to the extent reasonably requested bydocumented prior to or on the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in form and substance reasonably satisfactory tothis Section 5(h); provided that supporting documentation for such summary statement is provided promptly thereafter). (i) The Administrative Agent shall have received results of lien searches, dated on or before the Administrative AgentSecond Amendment Effective Date, together with copies of such other supporting documentation as may be necessary or desirable showing that the Liens created by the Collateral Documents are the only Liens upon the Collateral, except for Permitted Liens.

Conditions. The Incremental Commitments transactions contemplated by Sections 1.02, 1.03, 1.04 and 1.05 shall become effective as only upon the satisfaction, on a single date (which shall be the Effective Date) on or prior to March 31, 1995, of the Increase Effective Date; provided that:following conditions (capitalized terms used in this Section III and not otherwise defined herein shall have the meanings assigned to them in the Amended and Restated Credit Agreement): (ia) each of all the conditions set forth payments referred to in Section 4.02 1.06 shall be satisfiedhave been made; (iib) no Default each Continuing Lender shall have occurred received a duly executed Note, if requested by such Continuing Lender, in respect of each Credit Facility under which it has a Commitment, complying with the provisions of Section 2.06 of the Amended and Restated Credit Agreement; provided that the receipt of executed Swingline Notes by the Swingline Lender requesting Swingline Notes shall not be continuing a condition to the effectiveness of this Agreement or would result from to the borrowings obligation of any Continuing Lender to make Loans (other than Swingline Loans to be made on the Increase Effective Dateevidenced thereby); (iiic) the Agent shall have received, on behalf of the Lenders, legal opinions from each of Debevoise & Plimpton, counsel ▇▇ ▇▇▇ ▇redit Parties, Richard A. Kalaher, ▇▇▇., ▇▇▇▇▇▇ ▇▇▇eral Counsel of ASI, and such foreign counsel to ASI and the Subsidiary Borrowers and other counsel as shall have been requested by the Agent, each such opinion to be dated the Effective Date and addressed to the Issuing Banks, the Administrative Agent and the Lenders, as to such matters as the Agent may reasonably request, and the Borrowers hereby instruct each such counsel to deliver such opinions; (d) the representations and warranties contained set forth in Article V III of the Amended and the other Loan Documents are Restated Credit Agreement and in each Credit Document shall be true and correct in all material respects on and as of such date with the Increase Effective Datesame effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer expressly relate to an earlier date; (e) all legal matters incidental to this Agreement, in which case they the Amended and Restated Credit Agreement, the Borrowings thereunder, the Credit Documents and the Transactions shall be satisfactory to the Lenders and to Cravath, Swaine & Moore, counsel for ▇▇▇ Agent; (f) the Agent shall have received, on behalf of the Lenders, (i) in the case of any Credit Party of which the certificate or articles of incorporation (or other analogous document) has been true and correct in changed since June 1, 1993, a copy of the certificate or articles of incorporation (or other analogous document), including all material respects as amendments thereto, of such earlier dateCredit Party, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections certified (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assumingwhere reasonably available, in the case of Incremental Revolving Commitmentsany Credit Party organized outside the United States) as of a recent date by the Secretary of State (or other appropriate Governmental Authority) of the state (or country) of its organization, or other evidence reasonably satisfactory to the Agent as to the organization of such Credit Party; (ii) a certificate as to the good standing or subsistence (or other analogous certification), to the extent available, of each of the Credit Parties as of a recent date, from the appropriate Secretary of State (or other appropriate Governmental Authority) or other evidence reasonably satisfactory to the Agent as to the good standing of such Credit Party; (iii) a certificate of the Secretary or Assistant Secretary (or other Responsible Officer, in the case of Credit Parties that do not have a Secretary or an Assistant Secretary) of each Credit Party dated the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or other analogous documents to the extent available) of such Credit Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Credit Party (and, if necessary, resolutions duly adopted by the shareholders or other equity owners of such Credit Party) authorizing the execution, delivery and performance of the Amended and Restated Credit Agreement and the Credit Documents to which such Credit Party is or is to be a party and, in the case of the Borrowers, the Borrowings, and that such Incremental Revolving Commitments resolutions have not been modified, rescinded or amended and are fully drawn)in full force and effect, (C) that the certificate or articles of incorporation (or analogous documents) of such Credit Party have not been amended since the date of the last amendment thereto shown on the certificate (or other analogous certification or such other evidence reasonably satisfactory to the Agent) furnished pursuant to clause (i) above or, if no such certificate is required to be furnished under (i) above, since June 1, 1993, and (D) as to the incumbency and specimen signature of each officer executing the Amended and Restated Credit Agreement, any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party; (iv) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (iii) above; and (v) such other documents as the Lenders, the Issuing Banks or Cravath, Swaine & Moore, counsel for ▇▇▇ Agent, may reasonably request; (g) the Agent shall have received, on behalf of the Lenders, an Officer's Certificate of ASI, dated the Effective Date, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 of the Amended and Restated Credit Agreement insofar as such conditions precedent relate to ASI and its Subsidiaries; (h) the Agent shall have received all Fees and other amounts due and payable on or prior to the Effective Date, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any of the Borrowers hereunder or under any Credit Document (to the extent invoices and statements therefor have been received); (i) the Security Documents and the Guarantee Documents shall be in compliance with each full force and effect on the Effective Date. The Collateral Agent on behalf of the covenants set forth in Section 7.11 as holders of the end Obligations shall have a security interest in the Collateral of the latest fiscal quarter for which internal financial statements are availabletype and priority described in each Security Document, perfected to the extent contemplated by Section 3.09 of the Amended and Restated Credit Agreement; (vj) the Borrowers Agent shall jointly have received, on behalf of the Lenders, a satisfactory Perfection Certificate dated the Effective Date from ASI, demonstrating the perfection, to the extent contemplated by Section 3.09 of the Amended and severally make any breakage payments Restated Credit Agreement, of the Liens granted under the Security Documents; (k) the Offering shall have occurred (or shall occur contemporaneously with the initial Borrowings under the Amended and Restated Credit Agreement) on the terms and conditions disclosed to the Lenders prior to execution and delivery of this Agreement (or other terms and conditions approved by the Lenders). The Agent shall have received, on behalf of the Lenders, copies of all documentation executed and delivered in connection with any adjustment the Offering; (l) the Lenders shall have received a satisfactory pro forma consolidated balance sheet for ASI, reflecting the Transactions, and a satisfactory statement of sources and uses of funds in connection with the Transactions, in each case certified by a Financial Officer of ASI; (m) after giving effect to all Borrowings made on the Effective Date, the Total Revolving Credit Commitment will exceed the aggregate outstanding principal amount of Revolving Credit Loans pursuant and Swingline Loans by an amount that equals or exceeds $150,000,000 (adjusted as necessary to take account of exchange rate fluctuations occurring after the delivery of the Funding Memorandum); (n) ASI shall have taken all actions, if any, necessary to designate its liabilities in respect of the Obligations as senior indebtedness for purposes of the subordination provisions of its subordinated indebtedness (including, in the case of ASI, the Subordinated Securities), and the Obligations shall constitute senior indebtedness for such purposes; (o) the Agent shall have received, on behalf of the Lenders, a report from ASI's independent insurance broker, together with any other evidence reasonably requested by the Lenders, demonstrating that the insurance described in Schedule 3.20 of the Amended and Restated Credit Agreement is in effect; (p) except as contemplated by the Transactions and as otherwise disclosed to the Lenders prior to the execution and delivery of this Agreement and the Amended and Restated Credit Agreement, there shall not have occurred any Prepayment Event or any other material change in the capitalization or corporate structure of Holding or the Borrowers since the date of the most recent balance sheet referred to in Section 2.14(d)3.08 of the Amended and Restated Credit Agreement; (q) the Transactions, including the extensions of credit (and in particular the incurrence of the Loans and the issuance of the Letters of Credit) under the Amended and Restated Credit Agreement, the continuance of the Liens created by the Security Documents and the consummation of the Offering, shall have been approved or exempted by all requisite Governmental Authorities, and all such approvals or exemptions, including any conditions imposed thereby, shall be in form and substance acceptable to the Lenders. No action shall have been taken by any Governmental Authority which restrains or prevents or seeks to restrain or prevent, or imposes or seeks to impose materially adverse conditions upon, any of the Transactions; (r) no action, suit, litigation or similar proceeding at law or in equity or by or before any court or other Governmental Authority shall exist or, in the case of litigation by a Governmental Authority, be threatened, with respect to any of the Transactions which would in the reasonable opinion of the Lenders be likely to result in a Materially Adverse Effect; (s) all aspects of the structure and documentation of the Transactions and all corporate and other proceedings taken or to be taken in connection therewith and all documents incidental thereto, in each case to the extent not otherwise provided for herein, shall be reasonably satisfactory in form and substance to the Agent and to Cravath, Swaine & Moore, counsel for ▇▇▇ Agent, and the Lenders shall have received copies of all such documents as the Lenders may reasonably request; and (vit) the Borrower Representative Agent shall deliver or cause to be delivered officer’s certificates and legal opinions have received, on behalf of the type Lenders, the duly executed Credit Documents Amendment Agreement referred to in Schedule 1.03 executed by each person which is a party to any Credit Document. Satisfaction of the foregoing conditions shall be conclusively evidenced by (i) receipts executed and delivered by the Agent and ASI, in the case of the condition set forth in clause (a) above and (ii) the making of the payments described in Section 1.06 on the Restatement Effective Date Date, in the case of the conditions set forth in clauses (b) through (t) above; provided that execution and delivery of the receipts referred to in clause (i) above shall not affect the extent reasonably requested byrights of any party hereto to receive amounts due and payable to it and not actually received by such party. Unless and until the transactions contemplated by Sections 1.02, 1.03, 1.04 and in form and substance reasonably satisfactory to1.05 become effective as provided above, the Administrative AgentCredit Documents shall remain in full force and effect in accordance with their respective terms and the rights and obligations of the parties thereto shall not be affected hereby.

Conditions. The Incremental Commitments shall become effective as effectiveness of Article II of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (ia) The Administrative Agent shall have received this Amendment duly executed by the Borrower, the Guarantors and the Banks and each Bank shall have receive a new Note in the amount of its Commitment in effect after giving effect to this Amendment if such Commitment amount is different then the conditions set forth in Section 4.02 shall be satisfiedprincipal amount of its existing Note; (iib) no Default The Administrative Agent shall have occurred received such documents and be continuing certificates as the Administrative Agent or would result from its counsel may reasonably request relating to the borrowings organization, existence and good standing of Borrower and the Guarantors, the authorization of this Amendment, the Notes and the transactions contemplated hereby and any other legal matters relating to be made on this Amendment reasonably requested by the Increase Effective DateAdministrative Agent, all in form and substance satisfactory to the Administrative Agent and its counsel; (iiic) the The representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and Documents, as of the Increase Effective Dateamended hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier date, representations and except that for purposes of this Section 2.14(b), warranties limited by their terms to a specific date and the representations and warranties contained in the second and third sentences of Section 5.05(a4.15(b) and Section 5.05(b) which shall be deemed made as of the Effective Date; (d) The receipt by each Bank of an amendment fee equal to refer 0.10% of its Commitment as in effect immediately prior to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, execution of Section 6.01.this Amendment; (ive) on a pro forma basis (assuming, The receipt by each Bank who increased its Commitment as result of the effectiveness of this Amendment of an amendment fee equal to 0.75% of such Bank's allocated amount of the increase in the case Commitments provided for in this Amendment; (f) The Administrative Agent shall have received all fees due and payable on or prior to the effective date of Incremental Revolving Commitmentsthis Amendment including, that such Incremental Revolving Commitments are fully drawn)without limitation, the Borrowers shall be in compliance with each of the covenants those fees set forth in Section 7.11 as of that certain Fee Letter dated the end of date hereof between the latest fiscal quarter for which internal financial statements are availableAdministrative Agent and the Borrower; (vg) the Borrowers No Default shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)exist; and (vih) All proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall deliver or cause be satisfactory to be delivered officer’s certificates Administrative Agent and its legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested bycounsel, and in form and substance reasonably satisfactory to, the Administrative AgentHunton & ▇▇▇▇▇▇▇▇ LLP.

Conditions. The Incremental Commitments shall become effective as effectiveness of Article II of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (ia) The Administrative Agent shall have received this Amendment duly executed by the Borrower, the Guarantors and the Banks and each Bank shall have receive a new Note in the amount of the conditions set forth its Commitment in Section 4.02 shall be satisfiedeffect after giving effect to this Amendment; (iib) no Default The Administrative Agent shall have occurred received such documents and be continuing certificates as the Administrative Agent or would result from its counsel may reasonably request relating to the borrowings organization, existence and good standing of Borrower and the Guarantors, the authorization of this Amendment, the Notes and the transactions contemplated hereby and any other legal matters relating to be made on this Amendment reasonably requested by the Increase Effective DateAdministrative Agent, all in form and substance satisfactory to the Administrative Agent and its counsel; (iiic) the The representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and Documents, as of the Increase Effective Dateamended hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier date, representations and except that for purposes of this Section 2.14(b), warranties limited by their terms to a specific date and the representations and warranties contained in Section 5.05(a4.15(b) and Section 5.05(b) which shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 made as of the end of the latest fiscal quarter for which internal financial statements are availableEffective Date; (vd) The receipt by each Bank of a fee equal for each Bank to its Applicable Percentage of $50,000,000 multiplied by 7.5 basis points ; (e) The Administrative Agent shall have received all fees due and payable on or prior to the Borrowers effective date of this Amendment; (f) No Default shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)exist; and (vig) All proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall deliver or cause be satisfactory to be delivered officer’s certificates Administrative Agent and its legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested bycounsel, and in form and substance reasonably satisfactory toJenkens & ▇▇▇▇▇▇▇▇▇, the Administrative Agenta Professional Corporation.

Conditions. The Incremental Commitments effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent or waiver thereof by the Lenders constituting Required Lenders: (a) the Administrative Agent (or its counsel) shall become effective have received executed ​ counterparts of this Amendment signed by Holdings, the Borrowers and each other Loan Party as of the Increase Effective Date; provided that:date hereof; (b) this Amendment shall have been executed and delivered by (i) each of the conditions set forth in Section 4.02 shall be satisfiedAdministrative Agent and (ii) Lenders constituting Required Lenders; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiic) the representations and warranties contained in Article V and the other Loan Documents are Section 3 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 the Increase Effective Datesuch date, except provided that to the extent that such representations a representation and warranties warranty specifically refer refers to an earlier datea given date or period, in which case they it shall have been 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 earlier datedate or period, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in as the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availablemay be; (vd) at the Borrowers time of and immediately after giving effect to the effectiveness of this Amendment, no Default or Event of Default shall jointly and severally make have occurred; (e) there shall be no order, injunction or decree of any breakage payments Governmental Authority restraining or prohibiting this Amendment or any of the transactions contemplated hereby; (f) there shall not exist any material action, suit, investigation, litigation or proceeding pending or overtly threatened in connection with any adjustment court or before any arbitrator or Governmental Authority that challenges any of Revolving Loans pursuant to Section 2.14(d)the Loan Documents, including this Amendment, or any of the transactions contemplated hereby; and (vig) the Borrower Representative Administrative Agent shall deliver or cause have received the reasonable fees, costs and expenses payable to be delivered officer’s certificates and legal opinions it in accordance with Section 9.03 of the type delivered on Credit Agreement, including in connection with this Amendment (but without regards to the Restatement Effective Date last sentence of such Section), to the extent reasonably requested by, and in form and substance reasonably satisfactory to, invoiced at least two (2) Business Days prior to the Administrative AgentFourth Amendment Effective Date.

Conditions. The Incremental Commitments This Amendment shall become be effective as of the Increase Effective Date; provided thatDate once all of the following have been satisfied or delivered to the Administrative Agent, in each case, in Proper Form: (ia) each of this Amendment executed by Borrower, Guarantors, the conditions set forth in Section 4.02 shall be satisfiedAdministrative Agent and the Increasing Lenders; (b) a certificate of each Loan Party dated as of the Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) no Default shall have occurred in the case of the Borrower, certifying that, before and be continuing or would result from the borrowings after giving effect to be made on the Increase Effective Date; such increase, (iiiA) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects correct, on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(asubsections (a) and (b) of Section 5.05(b) 5.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each 6.01 of the covenants set forth in Section 7.11 as of Credit Agreement, and (B) both before and after giving effect to the end of the latest fiscal quarter for which internal financial statements are availableRevolving Commitment Increase, no Default exists; (vc) a replacement Note executed by Borrower in favor of each Increasing Lender requesting a replacement Note; (d) the Borrowers Administrative Agent and each Increasing Lender shall jointly have satisfied its flood insurance requirements for all Mortgaged Properties, including without limitation, the receipt of flood determination certificates for all such Mortgaged Properties and severally make any breakage payments confirmation that the Loan Parties maintain flood hazard insurance on all Mortgaged Properties that are Flood Hazard Properties, on such terms and in connection with any adjustment such amounts as required by the National Flood Insurance Reform Act of Revolving Loans pursuant to Section 2.14(d); and (vi) 1994 or as otherwise required by the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested byAdministrative Agent, and all in form and substance reasonably satisfactory to, to the Administrative AgentAgent and each Increasing Lender; (e) an upfront fee, payable to the Administrative Agent for the account of each Increasing Lender, in an amount equal to 15 basis points on the portion of such Increasing Lender's share of the Revolving Commitment Increase which is an increase over its existing commitment; (f) such other fees and expenses that are payable by the Borrower to the Administrative Agent in connection with the consummation of the transactions contemplated hereby, and ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment; and (g) such other information and documents as the Administrative Agent may reasonably require.

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Borrower shall be in compliance with each of the covenants set forth in Section 7.11 and the Consolidated Leverage Ratio shall not be greater than “0.25x” turn less than the maximum Consolidated Leverage Ratio permitted for that Measurement Period under Section 7.11(a), in each case as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers Borrower shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments This Amendment shall become effective as of the Increase Effective Date; provided that: (i) date when each of the following conditions set forth shall have been satisfied (the "Effective Date"): (a) the Administrative Agent shall have received counterparts hereof signed by each of the parties hereto or, in Section 4.02 the case of any party as to which an executed counterpart shall be satisfiednot have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex, facsimile or other written confirmation from such party of execution of a counterpart hereof by such party); (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiib) the representations and warranties contained set forth in Article V and the other Loan Documents are Section 3 shall be true and correct in all material respects and the Administrative Agent shall have received a certificate dated the Effective Date signed on and as behalf of the Increase Effective DateBorrower by the Chairman of the Board, except to the extent President, any Vice President, the Chief Administrative Officer, the Chief Financial Officer, the General Counsel, the Chief Compliance Officer, the Corporate Secretary, the Treasurer or any Assistant Treasurer of the Borrower stating that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements 3 are availabletrue and correct; (vc) the Borrowers Administrative Agent shall jointly have received board resolutions and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); andother customary closing certificates and documentation as the Administrative Agent may reasonably require; (vid) the Borrower Representative Administrative Agent shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date have received from counsel to the extent reasonably requested byBorrower, opinions addressed to the Administrative Agent and each Lender, dated the Effective Date, in form and substance reasonably satisfactory to, acceptable to the Administrative AgentAgent and covering such matters relating to this Amendment and the Credit Agreement as the Administrative Agent shall reasonably request; and (e) all costs, fees and expenses due to the Administrative Agent and the Lenders on or before the Effective Date shall have been paid or waived.

Conditions. The Incremental Commitments waiver and amendments contained herein are expressly subject to and shall become be effective only upon the satisfaction of the following conditions precedent on or before the Effective Date: (a) Copies, certified as of the Increase Effective Date; provided that:, of such corporate documents of the Company and the Guarantor as the Bank may request, including articles of incorporation and by-laws (or certifying as to the continued accuracy of the articles of incorporation and by-laws previously delivered to the Bank), and incumbency certificates, and such documents evidencing necessary corporate action by the Company and the Guarantor with respect to this Amendment and all other agreements or documents delivered pursuant hereto as the Bank may request. (ib) each This Amendment shall have been duly executed by the Company and acknowledged by the Guarantor. (c) All accrued, unpaid interest on the Loans outstanding as of the conditions set forth Effective Date shall have been paid in Section 4.02 shall be satisfied;full. (iid) The Bank shall have been paid a waiver fee in the amount of Fifteen Thousand and 00/100 Dollars ($15,000.00). (e) The Company shall have paid all costs and expenses incurred by the Bank in connection with the negotiation, preparation and closing of this Amendment and any other documents and agreements delivered pursuant hereto, including the reasonable fees and out-of-pocket expenses of Baker & Daniels, special counsel to the Bank. (f) As of t▇▇ ▇▇te ▇▇ ▇▇▇▇ution of this Amendment, no Event of Default shall have occurred exist and be continuing or would result from the borrowings to be made on the Increase Effective Date;continuing. (iiig) the The representations and warranties contained of the Company referred to in Article V and the other Loan Documents are Section 4 hereof shall be true and correct complete in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01respects. (ivh) on a pro forma basis (assuming, in The Company and the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Guarantor shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly have executed and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent Bank such additional agreements, documents and certifications, fully executed by the Company and the Guarantor, as may be reasonably requested by, and in form and substance reasonably satisfactory to, by the Administrative AgentBank.

Conditions. The Incremental Commitments This Amendment shall become effective on the date (the "AMENDMENT EFFECTIVE DATE") as of which each of the Increase Effective Date; provided thatfollowing conditions precedent shall have been satisfied in a manner satisfactory to the Bank: (a) The Bank shall have received (i) each of this Amendment, duly executed by the conditions set forth in Section 4.02 shall be satisfied; Borrowers, (ii) no Default shall have occurred the Acknowledgment and be continuing or would result from Consent, substantially in the borrowings to be made on form attached hereto as Exhibit I, duly executed by DWG, (iii) the Increase Effective Date;Amended and Restated Revolving A Note, duly executed by the Borrowers, substantially in the form attached hereto as Exhibit II and (iv) the Amended and Restated Revolving B Note, duly executed by the Borrowers, substantially in the form attached hereto as Exhibit III. (iiib) The (i) the representations and warranties contained in Section 4 hereof, in Article V IV of the Credit Agreement and the in each other Loan Documents Document and certificate or other writing delivered to the Bank pursuant hereto on or prior to the Amendment Effective Date are true and correct in all material respects on and as of the Increase Amendment Effective Date as though made on and as of the Amendment Effective Date, except to the extent that any such representations representation and warranties specifically refer warranty expressly relates solely to an earlier date, date (in which case they such representation and warranty shall have been be true and correct in all material respects on and as of such earlier date, ); (ii) no Event of Default or Default has occurred and except that for purposes of is continuing or would result from this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) Amendment; and (b)iii) since the date of the Credit Agreement, respectively, of Section 6.01. (iv) on a pro forma basis (assuming, no material adverse change in the case financial condition, properties or prospects of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly any Loan Party has occurred and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered is continuing on the Restatement Amendment Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative AgentDate.

Conditions. The Incremental Commitments This Amendment shall become be effective on the date that each of the following conditions are satisfied (the “Amendment Effective Date”): (a) this Amendment is executed by each Borrower, Global Administrative Agent, the Required Lenders, each Increasing Lender (other than Increasing Lenders under the RMB Loan Agreement), and each Subsequent Lender (other than Subsequent Lenders under the RMB Loan Agreement), and the ratification attached hereto is executed by each Subsidiary Guarantor; (b) the Confirmation Agreement dated as of the Increase Effective Date; provided that: date hereof among the applicable Increasing Lenders and Subsequent Lenders under the RMB Loan Agreement, RMB Borrowers, ProLogis, and Global Administrative Agent (ithe “Confirmation Agreement”) each of the conditions set forth in Section 4.02 shall be satisfiedhas been executed and delivered by all parties thereto; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiic) the representations and warranties contained in Article V and the other Loan Documents this Amendment are true and correct in all material respects on and as of the Increase Effective Datedate of this Amendment, except to the extent that such representations and warranties specifically refer (i) any of them speak to an earlier a different specific date, or (ii) the facts on which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; (d) Global Administrative Agent has received such certificates of resolutions or other action from each Borrower as Global Administrative Agent may reasonably require to evidence the authority of such Borrower to execute and deliver this Amendment; (e) Global Administrative Agent has received an opinion letter from Mayer, Brown, R▇▇▇ & Maw LLP, counsel to ProLogis, addressed to Global Administrative Agent and each Lender, as to such matters concerning ProLogis and this Amendment as Global Administrative Agent may reasonably request; (f) all fees required to be paid in which case they connection with this Amendment shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), paid (including the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to fees under the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(dapplicable Fee Letter); and (vig) the Borrower Representative shall deliver or cause both before and after giving effect to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested bythis Amendment, and in form and substance reasonably satisfactory to, the Administrative Agentno Default exists.

Conditions. The Incremental Commitments This Amendment shall not become effective until each of the following conditions is satisfied (the date, if any, on which such conditions shall have first been satisfied being referred to herein as the “Amendment Effective Date”): (a) the Administrative Agent shall have received counterparts to this Amendment duly executed by L▇▇▇▇▇▇ constituting all Lenders as of the Increase Amendment Effective Date; provided that:, the Administrative Agent and a Responsible Officer of the Borrower; (b) the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, in all respects satisfactory to the Administrative Agent, (i) each certifying as to the incumbency of authorized persons of the conditions set forth in Section 4.02 shall be satisfied; Borrower executing this Amendment, (ii) certifying as to the representations and warranties of the Borrower contained in Article 4 of the Credit Agreement and the other Credit Documents, (iii) attaching true, complete and correct copies of the resolutions duly adopted by the governing body of the Borrower approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the date hereof, (iv) certifying that the Borrower’s Organization Documents have not been amended, supplemented or otherwise modified since August 5, 2020 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification, and (v) certifying that no Default shall have has occurred and be is continuing or would result from as of the borrowings to be made on the Increase Effective Date;date hereof. (iiic) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 3 above shall be true and correct on such date in all material respects; (d) each Lender who has executed and delivered a counterpart of this Amendment shall have received from the Borrower in immediately available funds, for the account of such Lender, an upfront fee in an amount equal to 0.035% of each such L▇▇▇▇▇’s Commitment as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)Amendment Effective Date; and (vie) the Borrower Representative Administrative Agent (and its affiliates) shall deliver or cause to be delivered officer’s certificates have received all fees and legal opinions expenses of the type delivered Administrative Agent (and its affiliates) due and payable on or prior to the Restatement Amendment Effective Date (including the reasonable fees and disbursements of counsel to the extent reasonably requested by, Administrative Agent and in form and substance reasonably satisfactory to, the Administrative AgentFee as defined in and payable pursuant to the Agent Fee Letter).

Conditions. The Incremental Commitments amendments contained in Section 1 of this Amendment shall become effective on the date (the “Amendment No. 2 Effective Date”) on which each of the following conditions shall have been satisfied: (a) The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower, the Required Lenders and the Administrative Agent. (b) The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (or, in the case of such representations and warranties that are not qualified as to materiality, true and correct in all material respects) on and as of the Increase Amendment No. 1 Effective Date; provided that:, except for representations and warranties that expressly relate to a specific earlier date, in which case such representations and warranties were true and correct (or in the case of such representations and warranties that are not qualified as to materiality, true and correct in all material respects) as of such earlier date. (ic) each No Default has occurred and is continuing. (d) The Administrative Agent shall have received a certificate, dated as of the Amendment No. 2 Effective Date, signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (aSections 3(b) and (b), respectively, c) of Section 6.01this Amendment. (ive) The Borrower shall have paid all fees required to be paid on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter Amendment Effective No. 2 Date and all expenses for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver invoices have been presented on or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date prior to the extent reasonably requested byAmendment Effective No. 2 Date, including reasonable legal fees and in form and substance reasonably satisfactory to, disbursements of counsel to the Administrative AgentAgent and the Lenders.

Conditions. The Incremental Commitments This Amendment shall become effective as on the date each of the Increase following conditions have been met (such date, the “First Amendment Effective Date”): (a) this Amendment shall have been executed and delivered by Administrative Agent, all of the Lenders and Borrowers; (b) Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates (including specimen signatures), and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, in form and substance satisfactory to Administrative Agent; provided that: (i) each , to the extent applicable with respect to any Borrower, a certificate of the conditions set forth Company on behalf of each Borrower, dated the First Amendment Effective Date and executed by a Responsible Officer of the Company, certifying that, except as otherwise 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 Section 4.02 shall be satisfiedlieu of the documents required pursuant to this clause (b); (iic) no Default Administrative Agent shall have occurred received such documents and be continuing certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or would result from 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 borrowings failure to be made on the Increase Effective Date; (iii) the representations and warranties contained 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 Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier datebusiness, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assumingeach case, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly form and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant substance satisfactory to Section 2.14(d)Administrative Agent; and (vid) Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Borrower Representative 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 deliver or cause to be delivered officer’s certificates and legal opinions of deemed evidence that the type delivered on the Restatement First Amendment Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agenthas occurred.

Conditions. The Incremental Commitments effectiveness of this Amendment No. 4 shall be subject to the 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 III, 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. 4 shall have become effective effective, shall be herein called the "Effective Date". (a) The 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 Increase Effective Date; provided that: date hereof after giving effect to this Amendment No. 4 as though made on and as of such date, (i) each of the conditions set forth in Section 4.02 shall be satisfied; (iib) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the borrowings to be made on taking effect of this Amendment No. 4, or the Increase Effective Date; transactions contemplated hereby, and (iiic) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except conditions precedent to the extent that such representations and warranties specifically refer to an earlier date, in which case they effectiveness of this Amendment No. 4 shall have been true satisfied; and correct the execution and delivery of this Amendment No. 4 constitutes the Borrowers' certification to the Lender Parties and the Administrative Agent as to the truth, accuracy and completeness of the matters set forth in all material respects as this Section 3.1. 3.2 The Administrative Agent shall have received copies of such earlier dateresolutions adopted by the Borrowers' boards of directors, certified by an authorized officer thereof authorizing the execution, delivery and performance of the Amendment No. 4 Documents, and except that for purposes an incumbency certificate relating to each of this Section 2.14(b)the Borrowers, and all documents incidental thereto shall be satisfactory to the Administrative Agent, the representations Lender Parties and warranties contained in Section 5.05(a) their counsel, and Section 5.05(b) each such person shall be deemed to refer to the most recent financial statements furnished pursuant to subsections have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested. 3.3 The Borrowers shall have: (a) and (b)paid to Winston & Strawn, respectivelycounsel to the Administrative Agent, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments all outstanding fees an▇ ▇▇▇▇nses incurred in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)this Amendment No. 4 or otherwise; and (vib) otherwise complied in all respects with the Borrower Representative shall deliver terms hereof and of any other agreement, document, instrument or cause other writing to be delivered officer’s certificates and legal opinions by any Borrower in connection herewith. 3.4 Each of the type parties hereto shall have executed and delivered on the Restatement Effective Date this Amendment No. 4 to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. 3.5 All proceedings in connection with the transactions contemplated by this Amendment No. 4 and all documents incidental thereto shall be reasonably satisfactory to the Administrative Agent, the Lender Parties and their respective counsel, and each such Person shall have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested.

Conditions. The Incremental increased or new Commitments contemplated by any Increase Joinder shall become effective effective, as of the such Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 (other than clause (a) thereof) shall be satisfied; (ii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings borrowings, if any, to be made on the Increase Effective Date; (iii) after giving pro forma effect to the representations borrowings to be made on the Increase Effective Date and warranties contained to any change in Article V Consolidated EBITDA and any increase in Indebtedness resulting from the other Loan Documents are true and correct in all material respects on and consummation of any Permitted Acquisition concurrently with such borrowings as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as date of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished delivered pursuant to subsections (aSection 5.01(a) and or (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Borrower shall be in compliance on a Pro Forma Basis with each of the covenants set forth in Section 7.11 Sections 6.10(a) and (b) as of the end last measurement dateday of the latest fiscal quarter for which internal financial statements are availablemost recent Test Period, treating such borrowings, increase in Indebtedness and consummation as if itthey occurred on the first day of the last measurement periodmost recent Test Period (and the Borrower shall have delivered the Administrative Agent an Officers’ Certficiate as to the satisfaction of the conditions set forth in this clause (iii) and the foregoing clauses (i) and (ii)); (viv) the Borrowers Borrower shall jointly and severally make any breakage payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d2.19(d); and (viv) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and any legal opinions of the type delivered on the Restatement Effective Date to the extent or other documents reasonably requested by, and by the Administrative Agent in form and substance reasonably satisfactory toconnection with any such transaction; and (i) such other conditions (if any) as may be agreed among the Borrower, the Administrative AgentAgent and the other persons party to such Increase Joinder shall be satisfied or waived.

Conditions. The Incremental Commitments This Amendment shall become effective as on the date when each of the Increase following conditions precedent have been satisfied (the “First Amendment Effective Date; provided that:”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) each that the conditions specified in this Section 4 have been satisfied, (ii) that there has been no event or circumstance since December 31, 2023 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (iii) that there have been no changes to the Organizational Documents of the conditions Loan Parties delivered to the Administrative Agent on the Closing Date. (c) The representations and warranties set forth in Section 4.02 3 hereof shall be satisfied;true and correct. (iid) no Default All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the First Amendment Effective Date pursuant to that certain First Amendment to Amended and Restated Credit Agreement Fee Letter dated as of October 29, 2024 by and between the Administrative Agent and the Borrower, shall have occurred and been paid (or shall be continuing or would result from paid concurrently with the borrowings to be made on the Increase Effective Date;closing of this Amendment). (iiie) The Administrative Agent shall have been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the representations reasonable fees and warranties contained in Article V and disbursements of counsel for the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateAdministrative Agent, except to the extent that such representations documented and warranties specifically refer delivered to an earlier datethe Borrower prior to the date hereof (for the avoidance of doubt, in which case they shall have been true and correct in all material respects as a summary statement of such earlier datefees, charges and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) disbursements shall be deemed to refer to sufficient documentation for the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants obligations set forth in this Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d4(e); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentprovided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent, unless specifically waived by Agent: (a) Agent shall have received the following documents, each in form and substance satisfactory to Agent: (i) each of This Amendment, duly executed by Borrowers, together with the conditions set forth in Section 4.02 shall be satisfiedConsent and Ratification (the “Ratification”) hereto, duly executed by the Guarantors; (ii) no Officers’ Certificates dated as of the date of this Amendment, in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers’ and Guarantors’ Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or relating to the Agreement, this Amendment or the Ratification (hereinafter individually referred to as a “Loan Document” and collectively referred to as the “Loan Documents”); (b) The representations and warranties contained herein, in the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct as of the date hereof, as if made on the date hereof; (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or would result from the borrowings to be made on the Increase Effective DateDefault has been specifically waived in writing by Agent; (iiid) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments All corporate proceedings taken in connection with any adjustment of Revolving Loans pursuant the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto, shall be satisfactory to Section 2.14(d)Agent; and (vie) the Borrower Representative Borrowers shall deliver or cause pay to Agent a closing fee of U.S. $10,000.00, which fee shall be delivered officer’s certificates due and legal opinions payable in full upon execution of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentthis Amendment.

Conditions. The Incremental Commitments (a) Subject to subsection (b) below, this Amendment shall become be effective as on the first date that all of the Increase following conditions shall have been satisfied (the “Effective Date; provided that:”): (i) each the Company, the Lenders, the Guarantors named as signatories hereto and the Administrative Agent shall have executed and delivered their respective counterparts of the conditions set forth in Section 4.02 shall be satisfiedthis Amendment; (ii) no Default the Company shall have occurred paid to the Administrative Agent, in cash or other immediately available funds, reimbursement of all outstanding fees and be continuing expenses of the Administrative Agent owing under Section 13.02 of the Credit Agreement as well as all other fees owing to the Administrative Agent arising under this Amendment, the Credit Agreement, the June 2006 Waiver or would result from the borrowings to be made on the Increase Effective Dateany other agreement; (iii) the representations and warranties contained in Article V Supplemental Indenture shall have become effective concurrently with this Amendment provided, that any conditions to effectiveness or consideration made available to the Holders of Notes for such Supplemental Indenture shall be made available to the Administrative Agent and the other Loan Documents are true and correct in all material respects on and Lenders as of the Increase Effective Dateconditions to effectiveness of, except to the extent that such representations and warranties specifically refer to an earlier dateor as consideration for, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Amendment.; and (iv) on a pro forma basis (assuming, the conditions specified in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments Credit Agreement which are fully drawn), the Borrowers applicable to this Amendment shall be in compliance with each have been satisfied. (b) The obligations of the covenants set forth in Company under Section 7.11 2 of this Amendment and the effectiveness of Section 4 hereof are conditioned upon the holders of the Redeemable Preferred Shares of CCFC Preferred Holdings, LLC having agreed to an amendment to the Second Amended and Restated Limited Liability Company Operating Agreement of CCFC Preferred Holdings, LLC, dated as of the end of the latest fiscal quarter for October 14, 2005, which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and corresponds in form and substance reasonably to the amendments contained in Section 4 of this Amendment (as applicable) or is otherwise satisfactory toto the Company in its sole discretion. (c) The effectiveness of Section 4 of this Amendment is subject to the satisfaction of the further condition that an order of the bankruptcy court approving CES’ assumption of the PPA shall have been entered in the Proceeding and become final and non-appealable on or prior to November 13, the Administrative Agent2006.

Conditions. The Incremental Commitments This Fourth Amendment shall become effective immediately upon the satisfaction of the following conditions (the date on which the conditions are satisfied, the “Fourth Amendment Effective Date”): (a) The Administrative Agent (or its counsel) shall have received a duly executed counterpart of this Fourth Amendment from (i) the Administrative Agent, (ii) Lenders constituting the Required Lenders, (iii) the Borrower and (iv) the Loan Guarantors; (b) The Borrower shall have paid (i) all reasonable and documented expenses and other compensation payable to the Administrative Agent pursuant to Section 9.03(a) of the Credit Agreement and to the extent invoiced on or prior to the Fourth Amendment Effective Date and (ii) to the Administrative Table of Contents Agent, for the account of each Lender that executes and delivers a counterpart of this Fourth Amendment prior to 5:00 p.m. (New York City time) on August 28, 2020, a consent fee equal to 0.10% of the aggregate principal amount of each such Lender’s Loans and Revolving Credit Commitments as of the Increase Fourth Amendment Effective Date; provided that; (c) The Administrative Agent shall have received a certificate dated as of the Fourth Amendment Effective Date, executed by a Responsible Officer of the Borrower certifying: (i) each as to the satisfaction of the conditions condition set forth in Section 4.02 shall be satisfied;clause (d) of this Section; and (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) that each of the representations and warranties of the Loan Parties contained in Article V 3 of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Fourth Amendment Effective Date, except ; provided that to the extent that such representations any representation and warranties warranty specifically refer refers to an earlier datea given date or period, in which case they shall have been are true and correct in all material respects as of such earlier datedate or for such period; provided, however, that any representation and except warranty that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be deemed true and correct (after giving effect to refer to the most recent financial statements furnished pursuant to subsections (aany qualification therein) and (b), respectively, of Section 6.01. (iv) in all respects on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter respective dates or for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)such periods; and (vid) At the Borrower Representative shall deliver time of and immediately after giving effect to this Fourth Amendment, no Event of Default exists or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentwill result therefrom.

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.14(b2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.; (iv) on a pro forma basis (assuming, in assuming that the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers Borrower shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.14(d2.15(d); and; (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and (vii) (x) upon the reasonable request of any Lender made at least seven (7) days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least five (5) days prior to the Increase Effective Date and (y) at least five (5) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis Pro Forma Basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent, unless specifically waived by Agent and Lenders: THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (a) Agent shall have received all of the following documents, each document (unless otherwise indicated) being dated the date hereof, duly authorized, executed and delivered by the parties thereto, and in form and substance satisfactory to Agent and Lenders: (i) each of the conditions set forth in Section 4.02 shall be satisfiedthis Amendment; (ii) updated intellectual property schedules to the Security Agreement to that includes all intellectual property owned by the Loan Parties as of the date hereof and, in consideration of the agreements set forth herein, cause evidence of Agent's liens thereon to be promptly recorded with the United States Patent and Trademark Office; and (iii) such additional documents, instruments and information as Agent or Lenders or their legal counsel may request. (b) Agent and Lenders shall have received from Borrower an amendment fee in the amount of $100,000 (which shall be fully earned and non-refundable upon execution hereof) in consideration for entering into this Amendment; (c) The representations and warranties contained herein, in the Credit Agreement, as amended hereby, and/or in the other Loan Documents shall be true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties as by their terms expressly speak as of an earlier date; (d) After giving effect to the transactions contemplated hereby, no Default event shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on constitutes a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)Default or Unmatured Default; and (vie) All corporate proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall deliver or cause be satisfactory to be delivered officer’s certificates Agent, Lenders and their legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentcounsel.

Conditions. The Incremental Commitments Sections 1 and 2 of this Amendment shall become effective as of the Increase Amendment No. 4 Effective Date; provided thatDate when, and only when: (a) the Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either (i) each a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the conditions set forth in Section 4.02 shall be satisfiedAdministrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment; (iib) the Administrative Agent shall have received a certificate of an Authorized Officer of the Parent certifying that immediately before and after giving effect to this Amendment, (i) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; and (iiiii) the representations and warranties contained (x) of each Loan Party set forth in Article V and the other Loan Documents and (y) in Section 4 of this Amendment, in each case, are true and correct in all material respects on and as of the Increase Amendment No. 4 Effective DateDate (or in the case of Section 4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), except as of the date of the most recent delivery prior to the Amendment No. 4 Effective Date of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit Agreement); it being understood that, to the extent that any such representations representation and warranties warranty specifically refer refers to an earlier date, in which case they it shall have been be true and correct in all material respects as of such earlier date, date and except any such representation and warranty that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) is qualified as to “materiality,” “material adverse effect” or similar language shall be deemed true and correct in all respects (after giving effect to refer to the most recent financial statements furnished pursuant to subsections (a) and (bany such qualification therein), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (vc) the Borrowers Borrower shall jointly have paid to the Administrative Agent (x) all fees in the amounts previously agreed in writing and severally make any breakage payments in accordance with Section 6 below to be paid on the Amendment No. 4 Effective Date, including, without limitation, the arrangement fee as separately agreed to between the Borrower and Barclays Bank PLC, (y) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including, without limitation the fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) incurred in connection with any adjustment the preparation, execution and delivery of Revolving this Amendment and (z) for the ratable account of each Consenting Lender, an amount equal to 0.75% of the outstanding principal amount of such Consenting Lender’s Loans pursuant on the Amendment No. 4 Effective Date (after giving effect to Section 2.14(dthe Voluntary Prepayment Reduction (as defined below)); and (vid) the Borrower Representative shall deliver or cause have taken all actions necessary pursuant to be delivered officer’s certificates and legal opinions Section 2.11 of the type delivered Credit Agreement to voluntary prepay the Loans outstanding under the Credit Agreement on or prior to the Restatement Amendment No. 4 Effective Date in an aggregate principal amount of $50,000,000, including, without limitation, providing one Business Day’s written notice of prepayment to the extent reasonably requested byAdministrative Agent (the “Voluntary Prepayment Reduction”). The effectiveness of this Amendment (other than Sections 7, 8 and 9 hereof) is conditioned upon the accuracy of the representations and warranties set forth in form and substance reasonably satisfactory to, the Administrative AgentSection 4 hereof.

Conditions. The Incremental Commitments Sections 1 and 2 of this Amendment shall become effective as of the Increase date (the “Effective Date; provided that”) when, and only when: (a) the Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either (i) each a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the conditions set forth in Section 4.02 shall be satisfiedAdministrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment; (iib) the Administrative Agent shall have received a certificate of an Authorized Officer of the Parent certifying that immediately before and after giving effect to this Amendment (i) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; and (iiiii) the representations and warranties contained (x) of each Loan Party set forth in Article V and the other Loan Documents and (y) in Section 4 of this Amendment, in each case, are true and correct in all material respects on and as of the Increase Effective DateDate (or in the case of Section 4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), except as of the date of the most recent delivery prior to the Effective Date of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit Agreement); it being understood that, to the extent that any such representations representation and warranties warranty specifically refer refers to an earlier date, in which case they it shall have been be true and correct in all material respects as of such earlier date, date and except any such representation and warranty that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) is qualified as to “materiality,” “material adverse effect” or similar language shall be deemed true and correct in all respects (after giving effect to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that any such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(dqualification therein); and (vic) the Borrower Representative shall deliver or cause have paid to the Administrative Agent (x) all fees in the amounts previously agreed in writing and in accordance with Section 6 below to be delivered officer’s certificates paid on the Effective Date, (y) all costs and legal opinions expenses of the type delivered on Administrative Agent (including, without limitation the Restatement Effective Date to the extent reasonably requested byfees, charges and in form and substance reasonably satisfactory todisbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, counsel for the Administrative Agent) and (z) for the ratable account of each Consenting Lender, an amount equal to 0.05% of the outstanding principal amount of such Lender’s Loans on the Effective Date. The effectiveness of this Amendment (other than Sections 7, 8 and 9 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 4 hereof.

Conditions. The Incremental Commitments effectiveness of this Amendment No. 2 shall be subject to the 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 IV, 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. 2 shall have become effective effective, shall be herein called the "Effective Date". (a) The 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 Increase Effective Date; provided that: date hereof after giving effect to this Amendment No. 2 as though made on and as of such date, (i) each of the conditions set forth in Section 4.02 shall be satisfied; (iib) no Default or Event of Default shall have occurred and be continuing on the Effective Date (after giving effect to the consent set forth in Article II hereof) or would result from the borrowings to be made on taking effect of this Amendment No. 2, or the Increase Effective Date; transactions contemplated hereby, and (iiic) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except conditions precedent to the extent that such representations and warranties specifically refer to an earlier date, in which case they effectiveness of this Amendment No. 2 shall have been true satisfied; and correct in all material respects as of such earlier date, the execution and except that for purposes delivery of this Section 2.14(b), Amendment No. 2 constitutes the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer Borrowers' certification to the most recent financial statements furnished pursuant Lender Parties and the Administrative Agent as to subsections (a) the truth, accuracy and (b), respectively, completeness of the matters set forth in this Section 6.014.1. (iv) on a pro forma basis (assuming4.2 The Administrative Agent shall have received copies of agreements and instruments, satisfactory in form and substance to the Administrative Agent, evidencing the extension of the maturity date of the Huntingdon Financing Debt to at least January 15, 2004 in the case of Incremental Revolving Commitmentsthe $2,500,000 note and the $500,000 note (both comprising the Huntingdon Financing Debt) and extension of the maturity date of the Huntingdon Secured Subordinated Debt to at least April 15, that such Incremental Revolving Commitments are fully drawn)2004, and, if applicable, any other subordinated debt owed by any of the Borrowers shall be in compliance with each or Guarantors, certified as true and complete by a responsible officer of the covenants set forth Borrowers. (a) The Administrative Agent shall have received certified copies of all agreements and instruments, satisfactory in form and substance to the Administrative Agent, evidencing the issuance of the Huntingdon October 2002 Debt referred to in Section 7.11 as 6.2(c)(x) of the end Credit Agreement as amended hereby. (b) The Administrative Agent shall have received satisfactory evidence of the latest fiscal quarter for which internal financial statements are available;Borrower's receipt of at least $1,000,000 in cash as net proceeds of the (initial) issuance of Huntingdon October 2002 Debt. (vc) The Lenders and lenders of the Borrowers Huntingdon October 2002 Debt and all other applicable parties shall jointly have executed the Huntingdon October 2002 Debt Intercreditor Agreement dated the date hereof in form and severally make any breakage payments substance satisfactory to the Required Lenders. (d) The Administrative Agent shall have received evidence that the holders of all outstanding Senior Subordinated Debt have consented to the Huntingdon October 2002 Debt. (e) The Administrative Agent shall have received a certificate of the Secretary or an assistant secretary of Huntingdon certifying the names and true signatures of the officers of Huntingdon authorized to sign each Loan Document to which it is a party and the other documents to be delivered hereunder and thereunder. (f) All governmental and third party consents and approvals necessary in connection with any adjustment aspect of Revolving Loans the Huntingdon October 2002 Debt (other than any consent to the issuance of the stock of MediaBay which shall be issuable from the convertible debt pursuant to Section 2.14(d)the terms of the Huntingdon October 2002 Documents and which by the terms of the Huntingdon October 2002 Debt Documents may be issued only following receipt of any required consent) shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect; all applicable waiting periods shall have expired without any adverse action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon any aspect of the Facilities. 4.4 The Administrative Agent shall have received copies of resolutions adopted by the Borrowers' boards of directors, certified by an authorized officer thereof authorizing the execution, delivery and performance of the Amendment No. 2 Documents, the Huntingdon October 2002 Debt Documents and amendments to subordinated debt documents, and an incumbency certificate relating to each of the Borrowers, and all documents incidental thereto shall be satisfactory to the Administrative Agent, the Lender Parties and their counsel, and each such person shall have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested. 4.5 The Borrowers shall have: (a) paid a non-refundable amendment fee in an amount equal to $45,000.00 to the Administrative Agent, for the pro rata account of each Lender that timely executes and delivers its signature page evidencing its agreement to this Amendment, with the first installment in the amount of $22,500.00 payable on the date of this Amendment and the second installment of $22,500.00 payable on the date that is thirty days after the date hereof; (b) paid to Winston & Strawn, counsel to the Administrative Agent, all outstanding fees an▇ ▇▇▇▇nses incurred in connection with this Amendment No. 2 or otherwise, including any fees incurred to comply with Revised Article 9 of the UCC; and (vic) otherwise complied in all respects with the Borrower Representative shall deliver terms hereof and of any other agreement, document, instrument or cause other writing to be delivered officer’s certificates and legal opinions by any Borrower in connection herewith. 4.6 Each of the type parties hereto shall have executed and delivered on the Restatement Effective Date this Amendment No. 2 to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. 4.7 All proceedings in connection with the transactions contemplated by this Amendment No. 2 and all documents incidental thereto shall be reasonably satisfactory to the Administrative Agent, the Lender Parties and their respective counsel, and each such Person shall have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested.

Conditions. The Incremental Commitments This Amendment shall become effective as of December 31, 2012, subject only to satisfaction of each of the Increase Effective Date; provided thatfollowing conditions: (ia) each it has been executed and delivered by the Borrower, the Required Lenders and the Administrative Agent, and acknowledged and agreed to by all of the conditions set forth in Section 4.02 shall be satisfiedGuarantors; (iib) no Default shall have occurred and be continuing or would result from a certificate of the borrowings Borrower, signed by a Responsible Officer of the Borrower, certifying to be made on the Increase Effective Date; best of the Borrower’s knowledge that (iiiA) the representations and warranties contained in Article V and the other Loan Documents Section 6 of this Amendment are true and correct in all correct, and (B) both the Loan Parties taken as a whole and the Borrower are Solvent, and (C) there is no default or alleged default on any material respects Indebtedness or material operating lease of any Group Member other than defaults or alleged defaults listed on Exhibit A and as of the Increase Effective Date, except to the extent those that such representations and warranties specifically refer to an earlier datewould not, in which case they shall the aggregate, be reasonably expected to have been true and correct in all material respects as of such earlier datea Material Adverse Effect, and except it being agreed that for purposes of this Section 2.14(b), certificate (x) material Indebtedness is Indebtedness in the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) outstanding principal amount of $2.5 million and (b), respectively, y) a material operating lease is one where breach of Section 6.01. (iv) on such operating lease would reasonably be expected to have a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availableMaterial Adverse Effect; (vc) there shall have been paid to the Borrowers shall jointly Administrative Agent, for the account of the Administrative Agent, its Related Persons, any L/C Issuer or any Lender, as the case may be, all fees and severally make all reimbursements of reasonable out-of-pocket costs or expenses, in each case due and payable under any breakage payments in connection with any adjustment Loan Document on or before the date of Revolving Loans pursuant to Section 2.14(d)this Amendment; and (vid) the Borrower Representative There shall deliver or cause have been paid to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent, for the account of the applicable Lenders, a fee of fifty basis points (.50%) of the Revolving Credit Commitment of each Lender which becomes a party to this Amendment.

Conditions. The Incremental Commitments shall become effective as consummation of the Increase Effective Date; provided thattransactions set forth in Sections 3, 4, 5 and 6 of this Agreement shall be subject to the satisfaction of the following conditions precedent: (ia) The Administrative Agent (or its counsel) shall have 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 conditions set forth in Section 4.02 shall be satisfied;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. (iib) no Default The Administrative Agent shall have occurred received, on behalf of itself, the Lenders and be continuing or would result from the borrowings to be made each Issuing Bank on the Increase Effective Date; (iii) the representations Amendment and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Restatement Effective Date, except to a favorable written opinion of (i) Akin Gump, special counsel for Holdings and the extent that such representations and warranties specifically refer to an earlier dateBorrowers, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory toto the Administrative Agent, and (ii) local U.S. and foreign counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4, in each case (a) dated the Amendment and Restatement Effective Date, (b) addressed to each Issuing Bank on the Amendment and Restatement 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 Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and each of Holdings and each Borrower hereby instructs its counsel to deliver such opinions. (c) All legal matters incident to this Agreement and the other Loan Documents and the borrowings and extensions of credit thereunder shall be reasonably satisfactory to the Administrative Agent, to the Lenders and to each Issuing Bank on the Amendment and Restatement Effective Date. (d) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below: (i) a copy of the certificate or articles of incorporation or limited liability agreement, including all amendments thereto, of each Loan Party, (a) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (b) in the case of a limited liability company, (i) certified by the Secretary or Assistant Secretary of each such Loan Party or other person duly authorized by such Loan Party or (ii) otherwise in form and substance reasonably satisfactory to the Administrative Agent; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party or other person duly authorized by such Loan Party dated the Amendment and Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or limited liability company agreement, articles of association or other equivalent governing documents) of such Loan Party as in effect on the Amendment and Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (b) below; (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of any Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment and Restatement Effective Date; (C) that the certificate or articles of incorporation, articles of association or limited liability agreement of such Loan Party have not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above; (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; and (E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer or other person duly authorized by such Loan Party executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Administrative Agent or the Syndication Agent on the Amendment and Restatement Effective Date may reasonably request (including tax identification numbers and addresses). (e) The Administrative Agent shall have received (i) all documents and instruments required by law or reasonably requested by the Administrative Agent to create or perfect the Liens intended to be created under the Security Documents after giving effect to the Transactions and (ii) a completed Perfection Certificate dated the Amendment and Restatement Effective Date and signed by a Responsible Officer of the applicable Borrower, together with all attachments contemplated thereby, and 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 Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Existing Credit Agreement or have been released. (f) The Transactions to be consummated on or prior to the Amendment and Restatement Effective Date shall be consummated prior to or simultaneously with the closing under the Restated Credit Agreement in accordance with applicable law and as described in the Summary of Principal Terms and Conditions contained in the Information Memorandum, and in a manner consistent with the sources and uses set forth therein. The Joint Lead Arrangers shall be satisfied that the Transactions to be consummated following the closing under this agreement shall be consummated in accordance with applicable law and as described in the Summary of Principal Terms and Conditions contained in the Information Memorandum, and in a manner consistent with the sources and uses set forth therein. (g) On the Amendment and Restatement Effective Date, after giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the U.S. Borrower and the Subsidiaries shall have outstanding no Indebtedness other than (i) the Loans and other extensions of credit under this Agreement, (ii) the Existing Notes and (iii) other Indebtedness permitted pursuant to Section 6.01 of the Restated Credit Agreement. (h) The Lenders shall have received (i) a solvency certificate in form and substance and from an independent investment bank or valuation firm reasonably satisfactory to the Joint Lead Arrangers to the effect that, or (ii) a certificate from the Chief Financial Officer of the U.S. Borrower certifying that, the U.S. Borrower and the Subsidiaries, on a consolidated basis after giving effect to the Transactions are solvent (provided that, if such a solvency opinion is delivered to any of Holdings, the U.S. Borrower or any of the Subsidiaries on the Amendment and Restatement Effective Date, then such opinion shall also be delivered to the Lenders (or the Lenders shall be expressly permitted to rely thereon)). (i) Since December 31, 2005, there shall have been no event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the U.S. Borrower and its Subsidiaries, taken as a whole, other than any (1) change in the industries in which Holdings, the U.S. Borrower or their Subsidiaries operate or change in general economic conditions or (2) fact, event, change, circumstance or effect arising out of or resulting from seasonal changes to the business of Holdings, the U.S. Borrower or their Subsidiaries. (j) All requisite governmental authorities and third parties shall have approved or consented to the Transactions to be consummated on the Amendment and Restatement Effective Date and the Loan Documents to the extent required and material, all applicable appeal periods shall have expired and there shall be no litigation, governmental, administrative or judicial action, actual or threatened, that would reasonably be expected to restrain, prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby. (k) The Agents and Joint Lead Bookrunners shall have received all fees payable thereto or to any Lender on or prior to the Amendment and Restatement Effective Date and, to the extent invoiced, all other amounts due and payable pursuant to the Loan Documents on or prior to the Amendment and Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇ LLP and U.S. and foreign local counsel) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document. (l) The U.S. Borrower shall have used commercially reasonable efforts to cause the Facilities to be rated by each of ▇▇▇▇▇’▇ and S&P prior to the launch of syndication of the Facilities. (m) The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.02 of the Restated Credit Agreement. (n) The U.S. Borrower shall have issued the PIK Preferred Stock Redemption Notice. (o) A Reaffirmation Agreement substantially in the form of Exhibit B hereto shall have been delivered by each party thereto. (p) The Administrative Agent shall have received a notice of prepayment in respect of all outstanding Original Tranche B-1 Term Loans and all outstanding Original Tranche B-2 Term Loans in accordance with Section 2.11 of the Existing Credit Agreement and a notice of reduction of the Total Tranche B-3 Credit-Linked Deposit in accordance with Section 2.09 of the Existing Credit Agreement. (q) The Administrative Agent shall have received true and correct copies of all the Debt Tender Offer Documents, certified as such by an appropriate officer of the U.S. Borrower. (r) Each of the documents listed on Schedule 5 hereto shall have been delivered by each party thereto. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3, 4, 5 and 6 of this Agreement and the obligations of the Tranche C-1 Lenders to make Tranche C-1 Term Loans hereunder, the obligations of the Tranche C-2 Lenders to make Tranche C-2 Term Loans hereunder or the obligations of the Tranche C-3 Lenders to fund Tranche C-3 Credit-Linked Deposits hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived as set forth in Section 9.08 of the Restated Credit Agreement) at or prior to 5:00 p.m., New York City time, on July 31, 2006 (and, in the event such conditions are not so satisfied or waived, this Agreement and the Tranche C-1 Commitments, the Tranche C-2 Commitments and the commitments to fund Tranche C-3 Credit-Linked Deposits shall terminate at such time).

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase following conditions precedent or concurrent on August 2, 2016 (the “Third Amendment Effective Date; provided that:”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) each of resolutions or other action authorizing the conditions set forth in Section 4.02 shall be satisfied; actions under this Amendment and the Credit Agreement as amended hereby, (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; incumbency certificates, (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as certified copies of the Increase Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the Second Amendment Effective DateDate (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since such Organization Documents were previously delivered to the Administrative Agent) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that such failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 4 have been satisfied, and (ii) that there has been no event or circumstance since December 31, 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) The Administrative Agent shall have received the disclosure referred to in clause (xiv) of the amendment effected by Section 1.3 hereof. (e) The representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 3 hereof shall be true and correct. (f) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the Third Amendment Effective Date pursuant to that certain Third Amendment Fee Letter dated as of the end Third Amendment Effective Date by and among the Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of the latest fiscal quarter for which internal financial statements are available;this Amendment). (vg) the Borrowers The Administrative Agent shall jointly have been reimbursed for all reasonable and severally make any breakage payments documented fees and out-of-pocket charges and other expenses incurred in connection with any adjustment this Amendment, including, without limitation, the reasonable fees and disbursements of Revolving Loans pursuant to Section 2.14(d); and (vi) counsel for the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date Administrative Agent, to the extent reasonably requested bydocumented prior to or on the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in form and substance reasonably satisfactory to, the Administrative Agentthis Section 4(g); provided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. The Incremental Commitments agreements set forth in Sections 2, 3 and 4 above shall become effective effective, as of the Increase Effective Date; provided thatdate hereof, upon satisfaction of the following conditions: (a) The Administrative Agent shall have received counterparts of this Agreement, executed and delivered by the Borrower and each other Loan Party, the Administrative Agent and the Requisite Lenders. (b) The Borrower shall have executed and delivered an engagement letter with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ as advisor to the Administrative Agent. (c) The Administrative Agent shall have received for the account of each Lender that, not later than 5:00 p.m. New York City time on Friday, May 16, 2008, shall have executed a counterpart of this Agreement and delivered the same to the Administrative Agent, a fee in an aggregate amount for all such executing Lenders equal to $6,388,218.75(1), such forbearance fee to be shared pro rata among such executing Lenders based on the aggregate Outstanding Amount of the Term Loans and Revolving Commitments of such executing Lenders as of the close of business Thursday, May 15, 2008. (d) The Borrower shall have paid, or concurrently herewith will pay, (i) each all documented fees and expenses of the conditions Administrative Agent and the Lenders incurred pursuant to the Loan Documents set forth in Section 4.02 shall be satisfied; on Schedule B hereto and (ii) to Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP a retainer equal to $150,000. (e) The representations and warranties contained in this Agreement shall be true and correct and no Default or Event of Default (other than the Financial Statement Default) shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date;continuing (iiif) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they The Administrative Agent shall have been true received such other documents, certificates and correct in all material respects instruments as of such earlier date, and except that for purposes it or any Lender reasonably requests through the date of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Agreement. (ivg) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers The Loan Parties shall be in compliance with each have received any required approvals of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly Iowa Gaming and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative AgentRacing Commission.

Conditions. The Incremental Commitments This Second Amendment shall become effective (according to the terms hereof) on the date that the following conditions have been fully satisfied by the Borrower: (a) Agent shall have received executed facsimile or email counterparts of this Second Amendment duly executed and delivered by Agent, the Lenders and the Borrower, with originals following promptly thereafter; (b) Agent shall have received such other agreements and instruments reasonably requested by Agent (including, those items indicated on the Closing Checklist attached hereto as Exhibit A) each duly executed by Borrower, applicable Guarantor or such other party, as applicable; (c) Borrower shall have paid to Agent, for the account of the Lenders, an amendment fee as set forth in the Supplemental Fee Letter (as defined below). (d) Borrower shall have paid to Agent any fees due under the terms of the Supplemental Agency Fee Letter dated November 12, 2013 (the “Supplemental Fee Letter”), along with any other fees, costs or expenses due and outstanding to the Agent or the Lenders under the Supplemental Fee Letter or hereunder as of the Increase Second Amendment Effective Date; provided that: Date (i) each including reasonable fees, disbursements and other charges of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings counsel to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(dAgent); and (vie) Agent shall have received satisfactory evidence of (i) all governmental, third party and/or other approvals, permits, registrations and the like, necessary or appropriate in connection with the Westport Acquisition (as defined below), this Second Amendment or any transaction contemplated thereby, (ii) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions concurrent consummation of the type delivered on the Restatement Effective Date to the extent reasonably requested byWestport Acquisition, and in form (iii) confirmation that the respective amounts of the sources and substance uses for the Westport Acquisition (as defined below) and the $80,000,000 of additional financing contemplated by the Second Amendment (“2013 Additional Financing”) are substantially consistent with the information previously provided to Agent; (f) Agent shall have received such other documents and Borrower shall have completed such other matters as Agent may reasonably satisfactory to, the Administrative Agentdeem necessary or appropriate.

Conditions. The As a condition precedent to the effectiveness of any Incremental Commitments Commitments, Toro shall become effective deliver to the Administrative Agent and the Lenders (i) such information as may be requested pursuant to Section 4.01(a)(xi), (ii) legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and (iii) a certificate of each Loan Party dated as of the Increase Effective Date; provided Date signed by a Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) certifying that: , before and after giving effect to such increase, (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii1) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except (w) if a qualifier relating to materiality, Material Adverse Effect or other similar concept applies, such representation or warranty is true and correct in all respects, (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been are true and correct in all material respects as of such earlier date, and except (y) that for purposes of this Section 2.14(b)2.14, the representations and warranties contained in Section 5.05(asubsections (a) and (b) of Section 5.05(b) 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01. , (iv2) immediately after giving effect to such Incremental Commitments (assuming that such Incremental Commitments have been fully utilized), Toro is in compliance on a pro forma basis (assuming, in with the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants financial covenant set forth in Section 7.11 as of 7.05, and (3) no Default exists or will result from the end of borrowings to be made on the latest fiscal quarter for which internal financial statements Increase Effective Date; provided that if such Incremental Commitments are available; (v) the Borrowers shall jointly and severally make any breakage payments being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements in this clause (iii) were satisfied in accordance with Section 1.10. The Borrowers shall prepay any adjustment of Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.14(d); and (vi3.05) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in form and substance reasonably satisfactory to, the Administrative AgentRevolving Credit Commitments under this Section.

Conditions. The Incremental Commitments A. This Amendment shall become effective as of on the Increase Effective Date; provided thatfirst date on which the Borrower shall have executed and delivered to the Administrative Agent (or shall have caused to be executed and delivered to the Administrative Agent by the appropriate persons) the following: (i) each of the conditions set forth in Section 4.02 shall be satisfied1. This Amendment; (ii) no Default shall have occurred 2. The Amendment to Lease/Purchase Documents between the Borrower and be continuing or would result from the borrowings Company; 3. Payment in immediately available funds of all fees agreed to be made on paid by the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments Borrower in connection with any adjustment this Amendment, including without limitation, a fully-earned and non-refundable amendment fee in the amount of Revolving Loans pursuant Seventy-Five Thousand Dollars ($50,000.00), which amendment fee shall be payable to Section 2.14(dthe Administrative Agent for pro rata distribution to Bank of America, N.A., in its capacity as a Lender (“BANA”), and W▇▇▇▇ Fargo Bank, N.A (“W▇▇▇▇ Fargo”); and (vi) 4. Such other supporting documents and certificates as the Borrower Representative Administrative Agent or its counsel may reasonably request. B. There shall deliver or cause to be have been executed and delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested byAdministrative Agent (i) an Assignment and Assumption Agreement by and between M&I M▇▇▇▇▇▇▇ & I▇▇▇▇▇ Bank (“M&I”) and BANA, and (ii) an Assignment and Assumption Agreement by and between M&I and W▇▇▇▇ Fargo, each in form and substance reasonably satisfactory toto the Administrative Agent, pursuant to which M&I sells and assigns to BANA and W▇▇▇▇ Fargo respectively, and each purchases from M&I and assumes the Assigned Interest described and defined in their respective Assignment and Assumption Agreements (the collective Assigned Interests being all of M&I’s Revolving Commitment), such that after giving effect to such Assignment and Assumption Agreements, BANA shall hold 50% of the Total Revolving Commitments and W▇▇▇▇ Fargo shall hold 50% of the Total Revolving Commitments. C. All legal matters incident to the transactions contemplated hereby shall be satisfactory to counsel for the Administrative Agent.

Conditions. The Incremental Commitments shall become effective as effectiveness of Article 2 of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (a) The Administrative Agent (or its counsel, ▇▇▇▇▇▇▇▇ PC) shall have received (i) from each party hereto either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment and (ii) duly executed copies of the conditions other Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Amendment. (b) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the First Amendment Effective Date. (c) The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank or their respective counsel may have reasonably requested. (d) The representations and warranties of the Loan Parties set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V this Amendment and the other Loan Documents are shall be true and correct in all material respects with the same effect as though made on and as of the Increase First Amendment Effective Date, except Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects only as of such earlier specified date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) any representation or warranty which is subject to any materiality qualifier shall be deemed required to refer to the most recent financial statements furnished pursuant to subsections (a) be true and (bcorrect in all respects), respectively, of Section 6.01. (ive) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers No Default shall have occurred and be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available;continuing. (vf) the Borrowers shall jointly and severally make any breakage payments All proceedings taken in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date satisfactory to the extent reasonably requested byAdministrative Agent and its legal counsel, and in form and substance reasonably satisfactory to, the Administrative Agent▇▇▇▇▇▇▇▇ PC.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Third Amendment and the agreement by Lender to advance Additional Equipment Loans to the Borrowers are each subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent, unless specifically waived by the Lender: (a) The following instruments shall have been duly and validly executed and delivered by the parties thereto, all in form, scope and content satisfactory to the Lender: (i) each of this Third Amendment, together with the conditions set forth in Section 4.02 shall be satisfiedConsent and Ratification attached hereto executed by ▇▇▇▇ ▇▇▇▇▇▇; (ii) no the Additional Equipment Note, being that certain promissory note dated of even date with this Third Amendment in the stated principal amount of $2,650,000.00 executed by the Borrowers and payable to the order of the Lender; (iii) Amended and Restated Subordination Agreement dated of even date with this Third Amendment, in form and substance satisfactory to Lender; and (iv) Resolutions of the Board of Directors (or other governing body) of each Borrower certified by the Secretary or an Assistant Secretary (or other custodian of records of such Borrower) which authorize the execution, delivery, and performance by Borrower of the Third Amendment, the Additional Equipment Note and the other Loan Documents. (b) The representations and warranties contained herein, in the Loan Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct as of the date hereof, as if made on the date hereof, except to the extent such representation and warranties relate to an earlier date. (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained Default has been specifically waived in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01writing by Lender. (ivd) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments All corporate proceedings taken in connection with any adjustment of Revolving Loans pursuant the transactions contemplated by this Second Amendment and all documents, instruments and other legal matters incident thereto, shall be satisfactory to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates Lender and its legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentcounsel.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Waiver is subject to ---------- the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (ia) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the The representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and Documents, as of the Increase Effective Dateamended hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(alimited by their terms to a specific date; (b) After giving effect to this Amendment, no Default or Event of Default shall have occurred and Section 5.05(bbe continuing; (c) Borrower shall be deemed to refer have delivered to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, Administrative Agent an executed original copy of Section 6.01.this Waiver; (ivd) on a pro forma basis (assumingBorrower shall have paid to the Administrative Agent and each Lender executing this Waiver all fees, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with costs and expenses owed to and/or incurred by each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly Administrative Agent and severally make any breakage payments each such Lender arising in connection with any adjustment this Waiver, including, without limitation, (i) a waiver fee to each Lender that delivers to Administrative Agent an executed counterpart of Revolving Loans pursuant this Waiver by actual delivery (or facsimile) by no later than 12:00 p.m., Massachusetts time, May 8, 2000, in an amount equal to Section 2.14(d)ten (10) basis points of the amount of each such Lender's Commitments, and (ii) the reasonable fees, costs and expenses of the Administrative Agent's legal counsel, Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation; and (vie) All proceedings taken in connection with the Borrower Representative transactions contemplated by this Waiver and all documentation and other legal matters incident thereto shall deliver or cause be satisfactory to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, (i) the Administrative Agent, (ii) the Required Lenders and (iii) the Administrative Agent's legal counsel, Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the Increase Effective Date; provided thatfollowing conditions precedent: (ia) each of Borrowers and the conditions set forth in Section 4.02 other Loan Parties party hereto shall be satisfiedhave executed and delivered this Amendment, and such other documents and instruments as Agent may require shall have been executed and/or delivered to Agent; (iib) no All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel; (c) No Default or Event of Default shall have occurred and be continuing or would result from (other than the borrowings Existing Defaults being waived pursuant to be made on the Increase Effective Dateterms of this Amendment); (iiid) the The representations and warranties contained set forth in Article V Section 5 below are true, correct and complete; and (e) Borrowers shall have paid to Agent a non-refundable amendment fee in the other Loan Documents are true and correct in all material respects on and as amount of 0.50% of the Increase Effective Date“Aggregate Commitment”, except such amendment fee to be shared by the extent that such representations and warranties specifically refer to an earlier date, in which case they shall Lenders who have been true and correct in all material respects as executed this Amendment pro rata based on each Lender’s respective share of such earlier date, and except that the Aggregate Commitment (for purposes of this Section 2.14(bclause (e), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) “Aggregate Commitment” shall be deemed to refer mean, with respect to the most recent financial statements furnished pursuant to subsections (a) and (b)Lenders who have executed this Amendment, respectively, the aggregate Revolving Loan Commitment of Section 6.01. (iv) on a pro forma basis (assumingsuch Lenders plus the outstanding principal amount of Term Loans of such Lenders, in the each case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be as in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered effect on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentdate hereof).

Conditions. The Incremental Commitments shall become effective as of the applicable Increase Effective Date; provided that: (i) each the Increase Joinder (and any Notes that are to be provided by the applicable Borrower if one or more Lenders have, as of the conditions set forth in Increase Date, requested Notes to be issued pursuant to Section 4.02 2.10) shall have been duly executed and delivered by the respective Parties hereto and thereto; provided that no Note shall be satisfiedissued to any Lender hereunder unless specifically requested by such Lender in writing to the Loan Parties; (ii) the Agreement Effective Date shall have occurred; (iii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiiiv) the representations and warranties contained in Article V 5 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, (except to the extent that such representations and warranties specifically refer expressly relate to an earlier date, in which case they provided that any representation or warranty that is qualified by materiality, “Material Adverse Effect” or similar qualifier shall have been be true and correct in all material respects as and provided, further, that, for the purposes of such earlier datecertificate, and except that for purposes of this Section 2.14(b), (A) all references in the representations and warranties contained in Section 5.05(a) 5.04 to annual reports, consolidated balance sheets, consolidated income statements and Section 5.05(b) financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Section 2.14(b), and (B) the final sentence of Section 5.04 shall be deemed revised to read “There has been no material adverse change in the business or financial condition of OpCo, the Borrowers and their Subsidiaries, taken as a whole, since the date of the most recent financial statements furnished of OpCo or, if applicable, NEE Partners, except as may have been disclosed in each filing of NEE Partners (including information furnished) subsequent to the date of such financial statements pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each applicable provisions of the covenants set forth Securities Exchange Act of 1934, as amended, through and including the date such certificate or otherwise disclosed in Section 7.11 as of writing prior to the end of the latest fiscal quarter for which internal financial statements are availableConsent Date”; (v) [Intentionally blank]. (vi) the Borrowers applicable Borrower shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)4.07; and (vivii) the Borrower Representative Loan Parties shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Agreement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the ---------- satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (ia) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the The representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and Documents, as of the Increase Effective Dateamended hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(alimited by their terms to a specific date; (b) No Default or Event of Default shall have occurred and Section 5.05(bbe continuing; (c) Borrower shall be deemed to refer have delivered to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, Administrative Agent an executed original copy of Section 6.01.this Amendment; (ivd) on a pro forma basis (assumingBorrower shall have delivered to the Administrative Agent, in form satisfactory to the case Administrative Agent, a revised audit of Incremental Revolving Commitmentsits Borrowing Base; (e) Borrower shall have paid to the Administrative Agent and each Lender executing this Amendment all fees, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with costs and expenses owed to and/or incurred by each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly Administrative Agent and severally make any breakage payments each such Lender arising in connection with any adjustment this Amendment, including, without limitation, (i) an amendment fee to each such Lender in an amount equal to twenty-two and one- half (22.5) basis points of Revolving Loans pursuant to Section 2.14(d)the amount of each such Lender's Commitments, and (ii) the reasonable fees, costs and expenses of the Administrative Agent's legal counsel, Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation; and (vif) All proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall deliver or cause be satisfactory to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, (i) the Administrative Agent, (ii) the Required Lenders and (iii) the Administrative Agent's legal counsel, Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation.

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) the Borrower shall deliver to the Administrative Agent and the Lenders such information as may be requested pursuant to Section 4.01(b); (iii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiiiv) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.; (ivv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawndrawn on the date of such determination), 103167989_7 the Borrowers Borrower shall be in compliance with each of the covenants covenant set forth in Section 7.11 7.11(b), as of the end of the latest fiscal quarter for which internal financial statements are available; (vvi) the Borrowers Borrower shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.14(d); and (vivii) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments Notwithstanding any other provision of this Amendment, this Amendment shall not become effective unless and until: a. It has been executed and delivered by all parties to the Credit Agreement as amended hereby, and acknowledged and agreed to by STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Guarantor”); b. The Amended Note shall have been executed and delivered by the Company, in form and substance satisfactory to the Lender; c. The Lender shall have received a certificate as of a recent date of the Increase Effective Date; provided that:good standing (or comparable standing) of the Company under the laws of its jurisdiction of organization; d. The Lender shall have received a certificate of an appropriate officer of the Company certifying as to the incumbency and genuineness of the signature of each officer of the Company executing this Amendment and the Amended Note and certifying that attached thereto is a true, correct and complete copy of (i) each the certificate of formation of the conditions set forth in Section 4.02 shall be satisfied; Company and all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware, (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on operating agreement of the Increase Effective Date; Company all amendments thereto, (iii) the representations and warranties contained in Article V resolutions duly adopted by the board of directors of the Company authorizing the borrowings contemplated hereunder and the other Loan Documents are true execution, delivery and correct performance of this Amendment and the Amended Note; e. The Lender shall have received (i) searches of UCC filings in all material respects on and as the jurisdiction of incorporation of the Increase Effective DateCompany, except to copies of the extent financing statements on file in such jurisdiction and evidence that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) no Liens exist other than Permitted Liens and (b), respectively, of Section 6.01. (ivii) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly tax lien and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)judgment searches; and (vi) f. The Company and the Borrower Representative Guarantor shall deliver have delivered such other corporate documents as Lender or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent its counsel may reasonably requested byrequest, and in form and substance reasonably satisfactory to, to the Administrative AgentLender.

Conditions. The Incremental Commitments This Agreement shall become effective as of on the Increase Effective Date; provided thatdate in which the following conditions precedent have been satisfied or waived: (ia) this Agreement shall have been executed by each of the conditions set forth in Section 4.02 shall be satisfiedLoan Party, Administrative Agent, and Required Lenders; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiib) the representations and warranties contained in Article V and the other Loan Documents are this Agreement shall be true and correct in all material respects on and as of the Increase Effective Datedate of this Agreement, except to the extent that such representations and warranties specifically refer (i) any of them speak to an earlier a different specific date, in or (ii) the facts on which case they any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement; (c) after giving effect to this Agreement, no Default or Event of Default shall exist; (d) Administrative Agent shall have been received a true and correct in all material respects as copy of such earlier datethe Resolutions of Borrower that authorize the execution, delivery, and except that for purposes performance of this Section 2.14(b)Agreement and the other documents executed in connection herewith; (e) Borrower shall have provided evidence reasonably satisfactory to Administrative Agent that, simultaneously with the effectiveness of this Agreement, the representations provisions of the Tower Construction Loan Agreements and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer the Revolving Credit Agreement will have been amended or waived to the most recent financial statements furnished pursuant extent necessary to subsections (a) correspond to the amendments and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, waivers with respect to Change in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants Control set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availablethis Agreement; (vf) the Borrowers shall jointly and severally make Subject Board Changes do not result in a “change in control” or similar event under any breakage payments agreement evidencing or governing any Indebtedness of the Consolidated Group that has not been waived in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)writing by all applicable parties; and (vig) Administrative Agent shall have received, for the benefit of each Lender executing and delivering this Agreement to counsel to Administrative Agent by 12:00 noon (New York time) on Friday, August 17, 2007, an amendment fee equal to the product of (a) the Borrower Representative shall deliver or cause to be delivered officeramount of such Lender’s certificates and legal opinions of the type delivered Loan on the Restatement Effective Date to the extent reasonably requested byeffective date of, and in form and substance reasonably satisfactory after giving effect to, the this Agreement, times (b) 0.35%, and all other fees and expenses payable to Administrative AgentAgent in connection with this Agreement.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the Increase Effective Date; provided thatfollowing conditions precedent: (ia) each Borrowers shall have executed and delivered this Amendment, and such other documents and instruments as Agent may require shall have been executed and/or delivered to Agent (including, without limitation, true, complete and correct copies of fully executed documents amending the conditions set forth Subordinated Loan Agreement in Section 4.02 shall be satisfiedform and substance acceptable to Agent and Required Lenders); (iib) no All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent and its legal counsel; (c) No Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Datecontinuing; (iiid) the The representations and warranties contained set forth in Article V Section 5 below are true, correct and complete; and (e) Borrowers shall have paid to Agent a non-refundable amendment fee in the other Loan Documents are true and correct in all material respects on and as amount of one-eighth of one percent (0.125%) of the Increase Effective Date"Aggregate Commitment", except such amendment fee to be shared by the extent that such representations and warranties specifically refer to an earlier date, in which case they shall Lenders who have been true and correct in all material respects as executed this Amendment pro rata based on each Lender's respective share of such earlier date, and except that the Aggregate Commitment (for purposes of this Section 2.14(bclause (e), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) "Aggregate Commitment" shall be deemed to refer mean, with respect to the most recent financial statements furnished pursuant to subsections (a) and (b)Lenders who have executed this Amendment, respectively, the aggregate Revolving Loan Commitment of Section 6.01. (iv) on a pro forma basis (assumingsuch Lenders plus the outstanding principal amount of Term Loans of such Lenders, in the each case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each after giving effect to this Amendment and payment of the covenants set forth in Section 7.11 as Scheduled Installment of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(dTerm Loan on September 30, 2002.); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments Notwithstanding anything express or implied in the foregoing provisions of this Section 6.2 or elsewhere in this Agreement to the contrary, (A) the Finished Product that Fovea is required to Manufacture and supply to Dyax pursuant to this Section 6.2 shall become effective be the same as the Finished Product Manufactured by Fovea to meet the requirements of Fovea and/or its Related Parties for Finished Product at the Increase Effective Date; provided relevant stage of Development or Commercialization, (B) Fovea’s obligations to Manufacture and supply units of Finished Product pursuant to this Section 6.2 is subject to the condition precedent that: , if Dyax is supplying API Bulk Drug Substance to Fovea, Dyax shall have filled all orders for API Bulk Drug Substance placed under the Dyax Supply Agreement or Section 6.1 hereof to allow Manufacture and supply of such units of Finished Product (after giving effect to the provisions set forth above in Section 6.1(a) and Exhibit E, as relevant, with respect to shortages of API Bulk Drug Substance), and (C) Fovea shall not be deemed or treated as being in breach of any of its obligations under this Section 6.2 to use Diligent Efforts to Manufacture and/or supply Finished Product in the case of any failure or inability of Fovea to Manufacture and/or supply or cause to be Manufactured and/or supplied Finished Product pursuant to this Section 6.2 if (i) each such failure or inability is due to a shortage of Finished Product and the available supply of Finished Product, if any, is allocated by Fovea between the Parties on a pro-rata basis based on good faith forecasts of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as respective requirements of the Increase Effective DateParties and their Related Parties, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assumingwhich, in the case of Incremental Revolving Commitmentsthe requirements of Dyax and its Related Parties, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be have been provided by Dyax to Fovea in compliance writing [*****] and (ii) Fovea uses Diligent Efforts to resolve all failure to Manufacture and/or supply issues as promptly as possible in consultation with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative AgentDyax.

Conditions. The Incremental Commitments shall become effective as Notwithstanding the terms and provisions hereof, with respect to any Borrowing Base Property, if either (i) the Net Proceeds are equal to or greater than Five Hundred Thousand Dollars ($500,000) or (ii) the Net Proceeds do not exceed Five Hundred Thousand Dollars ($500,000), but the Insurance/Taking Release Conditions have not been satisfied with respect to such Event of Loss, the Administrative Agent, at the Administrative Agent's option, may apply the Net Proceeds to the Obligations or release so much of the Increase Effective Date; provided thatNet Proceeds as may be required to pay for the actual Cost To Repair in accordance the limitations and procedures set forth herein, if the following conditions are satisfied in a manner reasonably acceptable to the Administrative Agent: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (iia) no Default or Event of Default shall have occurred and be continuing or would result from under the borrowings to be made on the Increase Effective DateLoan Documents; (iiib) in the representations Administrative Agent's good faith judgment such Net Proceeds together with any additional funds as may be deposited with and warranties contained in Article V and pledged to the other Loan Documents are true and correct in all material respects Administrative Agent, on and as behalf of the Increase Effective DateLenders, except are sufficient to pay for the extent that such representations and warranties specifically refer Cost To Repair. In order to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of make this Section 2.14(b)determination, the representations and warranties contained in Section 5.05(a) and Section 5.05(b) Administrative Agent shall be deemed to refer to furnished by the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance Borrower with each an estimate of the covenants set forth in Section 7.11 Cost to Repair accompanied by an independent architect's or engineer's certification as of to such Cost to Repair and appropriate plans and specifications for the end of the latest fiscal quarter for which internal financial statements are availableRepair Work; (vc) the Borrowers subject Event of Loss was not a Major Event of Loss; (d) the Administrative Agent in the exercise of its reasonable discretion, shall jointly and severally make any breakage payments in connection with any adjustment have determined that all rents from Leases of Revolving Loans the subject Collateral Property which are to ▇▇▇▇▇ pursuant to Section 2.14(d)their terms are to be payable to the Borrowing Base Property Owner, subject to deductibles, if any, permitted pursuant to the insurance policies to be maintained pursuant to this Agreement, from Rent Loss Proceeds; and (vie) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent's good faith judgment, the Repair Work can reasonably be completed on or before the time required under applicable Laws.

Conditions. The Incremental Commitments This Amendment Agreement shall become effective as upon satisfaction of all of the Increase Effective Date; provided thatfollowing conditions: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates to the Agent, the following: (a) counterparts (in number requested by the Administrative Agent) of this Amendment Agreement duly executed by the Borrower; (b) an opinion of counsel for the Borrower in form and legal content acceptable to the Administrative Agent and its special counsel, and including without limitation opinions as to the authorization, execution, delivery and binding effect of this Amendment Agreement; (c) payment in full of (i) all fees payable to the Administrative Agent and the Lenders, and (ii) the fees and expenses of the type delivered on the Restatement Effective Date Administrative Agent and its special counsel accrued to the extent date hereof; and (d) such other instruments and documents as the Administrative Agent may reasonably requested by, request; 4 (ii) the Administrative Agent shall receive the written consent to this Amendment Agreement of the Agents and the Lenders; (iii) the Senior 1996 Notes shall have been issued pursuant to the Senior 1996 Notes Indenture in an aggregate principal amount of not less than $200,000,000; and (iv) all instruments and documents incident to the consummation of the transactions contemplated hereby shall be satisfactory in form and substance reasonably satisfactory to, to the Administrative Agent.Agent and its special counsel; the Administrative Agent shall have received copies of all additional agreements, instruments and documents which it may reasonably request in connection therewith, including evidence of the authority of the Borrower to enter into the transactions contemplated by this Amendment Agreement, such documents, when appropriate, to be certified by appropriate corporate or governmental authorities; and all proceedings of the Borrower relating to the matters provided for herein shall be satisfactory to the Administrative Agent and its special counsel; and

Conditions. The Incremental Commitments This Agreement shall become effective as upon the satisfaction or waiver of the Increase Effective Date; provided that: (i) each of the following conditions precedent as determined by the Purchasers (the time at which such conditions have been so satisfied or waived, the “Effective Time”): (a) The Purchasers shall have received counterparts of this Agreement duly executed by the Issuer, the other the Credit Parties, and each Purchaser (which Purchasers shall constitute Required Purchasers). (b) The Purchasers shall have received all of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit C, each in Section 4.02 shall be satisfied;form and substance reasonably satisfactory to the Purchasers, including, without limitation, a fully executed copy of the Forbearance and First Amendment to the First Lien Credit Agreement. (iic) no Default The Issuer shall have occurred paid in cash all accrued and be continuing unpaid fees and all costs and expenses of the Purchasers to the extent then due and payable pursuant to the Note Documents, including all reasonable fees, costs and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP that have been presented in writing to the Issuer for payment on or would result from prior to the borrowings to be made on the Increase Effective Date;date hereof. (iiid) the The representations and warranties contained in Article V and the other Loan Documents are herein shall be true and correct in all material respects on and as (without duplication of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier dateany materiality qualifier therein), and except that for purposes of no Default (including, without limitation, any Default under this Section 2.14(bAgreement), Event of Default or event that with notice, the representations and warranties contained in Section 5.05(a) and Section 5.05(b) passage of time or both would constitute an Event of Default, other than the Specified Default, shall be deemed to refer to exist on the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01date hereof. (ive) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments All corporate proceedings taken in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative transactions contemplated by this Agreement and all documents, instruments, and other legal matters incident thereto shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date satisfactory to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative AgentPurchasers.

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b2.14(a), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections clauses (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis Pro Forma Basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availablemost recent Measurement Period; (v) the Borrowers Borrower shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.14(d); and3.05; (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and (vii) upon the reasonable request of any Lender made at least 5 Business Days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested that is required by applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and, with respect to any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Loan Party. (viii) if additional Eligible Assignees are becoming Lenders, the Administrative Agent and the Lenders shall receive a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent (an “Increase Joinder”).

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the conditions set forth Increase Effective Date signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in Section 4.02 shall be satisfied; (ii) no Default shall have occurred the case of the Borrower, certifying that, before and be continuing or would result from after giving effect to such Incremental Commitments and the borrowings Credit Extensions, if any to be made on the such Increase Effective Date; Date (iiiA) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that (1) such representations and warranties specifically refer to an earlier date, in which case they shall have been are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and except that correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and (3) for purposes of this Section 2.14(b)2.15, the representations and warranties contained in Section 5.05(asubsections (a) and (b) of Section 5.05(b) 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01., and (B) no Default exists; (ivii) on a pro forma basis the Borrower shall have delivered any Notes requested by the Lenders to reflect such Incremental Commitments; (assumingiii) the Administrative Agent shall have received documentation from each Person providing such Incremental Commitments evidencing its share of the Incremental Commitments and its obligations under this Agreement in form and substance reasonably acceptable to the Administrative Agent, including, in the case of Incremental Revolving Commitmentsa new Lender, that a New Lender Joinder Agreement, subject in each case to any requisite consents required under Section 11.06; (iv) the Borrower shall have paid such fees to the Administrative Agent, for its own account and for the benefit of the Lenders participating in such Incremental Revolving Commitments as are fully drawn)agreed mutually at the time and shall have paid to MLPFSBofA Securities any fees required to be paid pursuant to the Fee Letter to which MLPFSBofA Securities (as assignee of M▇▇▇▇▇▇ Lynch, the Borrowers shall be Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated) is a party in compliance connection with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availablesuch Incremental Commitments; (v) the Borrowers Borrower shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.14(d2.15(d); and; (vi) if requested by the Borrower Representative shall deliver Administrative Agent or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and any Lender or other Eligible Assignee participating in form and substance reasonably satisfactory tosuch Incremental Commitments, the Administrative Agent shall have received a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent.), addressed to the Administrative Agent and each Lender, as to such customary matters concerning such Incremental Commitments as the Administrative Agent may reasonably request; (vii) upon the reasonable request of any Lender made at least ten days prior to the effectiveness of such Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the USA PATRIOT Act and the Beneficial Ownership Regulation, in each case at least five days prior to such date; and

Conditions. The Incremental Commitments This Amendment shall become effective as be subject to satisfaction of the Increase Effective Date; provided that: following conditions precedent, after giving effect to this Amendment: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiia) the representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof, except for such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed limited by their terms to refer to the most recent financial statements furnished pursuant to subsections (a) and a specific date; (b), respectively, ) no Default or Event of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers Default shall be in compliance with existence; (c) Borrower shall have delivered to the Agent an executed original copy of this Amendment and each of other agreement, document or instrument reasonably requested by the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments Agent in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)this Amendment; and (vid) (i) the holders of the Subordinated Debt and Borrower Representative shall deliver or cause have amended the relevant fixed charge coverage ratio covenant contained in the Note Purchase Agreement to be delivered officer’s certificates and legal opinions identical to, or less restrictive than, the terms of the type delivered on the Restatement Effective Date to the extent reasonably requested byAgreement as amended hereby, and all in form and substance reasonably satisfactory toto Agent, or Borrower shall provide written evidence to Agent that this condition is already satisfied pursuant to the Administrative Note Purchase Agreement, and (ii) the holders of the Subordinated Debt shall have consented in writing to this Amendment, in form and substance satisfactory to Agent, and none of the provisions of this Amendment shall be a default or event of default under the Note Purchase Agreement or with respect to the Subordinated Debt; (e) Borrower shall have paid to Agent all fees, costs and expenses owed to and/or incurred by the Agent and Lenders arising in connection with the Loan Documents and/or this Amendment; and (f) all proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent.

Conditions. The Each Incremental Commitments Increase shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b2.16(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.; provided that, if such representation or warranty is qualified by “material” or “Material Adverse Effect”, such representation or warranty shall be true and correct in all respects; (iv) on a pro forma basis (assuming, in assuming the case full amount of Incremental Revolving Commitments, that such Incremental Revolving Commitments are Increase is fully drawndrawn on the date of such determination and calculating the Consolidated Leverage Ratio without netting the cash proceeds from such Incremental Increase then proposed to be incurred), the Borrowers Borrower shall be in compliance with each of the covenants set forth in Section 7.11 7.11, as of the end of the latest fiscal quarter for which internal financial statements are availablemost recent Measurement Period; (v) the Borrowers Borrower shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.14(d2.16(e); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each unless otherwise agreed by the Borrower and the lenders providing the Incremental Commitments (and subject to clause (f) below), the Incremental Commitments will have the same Guarantees as, and be secured on a pari passu basis by the same Collateral securing, the then existing Term A Loans and Revolving Loans; provided that, for the avoidance of doubt, the conditions set forth in Section 4.02 Incremental Commitments shall only be Guaranteed by the Loan Parties and shall be satisfiedsecured only by the Collateral securing, the then existing Term A Loans and Revolving Loans; (ii) no Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if such representation or warranty is qualified by materiality, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b2.13(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, ) of Section 6.01.7.01; and (iv) If the Increase Effective Date is prior to the Final Completion Date, any borrowings to be made on the Increase Effective Date shall be accompanied by the consummation of a pro forma basis Matching Equity Contribution by MGM Resorts to the Borrower (assuming, in the case form of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawncommon Equity Interests) in an amount equal to the amount required by Section 4.02(e), with the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause proceeds thereof to be delivered officer’s certificates deposited in the Company Equity Contribution Account and legal opinions of the type delivered on the Restatement Effective Date available to the extent reasonably requested by, and be used in form and substance reasonably satisfactory to, the Administrative Agentaccordance with Section 6.07.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (a) Agent shall have received all of the following, each in form and substance satisfactory to the Agent: (i) each the certificates evidencing the stock of the conditions set forth in Section 4.02 shall be satisfiedMeatmaster Brokerage, Inc. together with blank stock powers duly executed; (ii) no Default shall have occurred and be continuing or would result duly executed UCC-3 Termination Statements from the borrowings following secured parties: (A) Smit▇ ▇▇▇d Brokerage, Inc. relating to be made on the Increase Effective Datefinancing statements filed in the following jurisdictions under the following file numbers: Virginia #1317359; City of Norfolk, Virginia #94- 210; Hanover County, Virginia #142-94; and Virginia #1317360; (B) Davi▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇. relating to the financing statements filed in the following jurisdictions under the following file numbers: Virginia #3087213 and City of Sale▇, ▇▇▇ ▇▇▇▇▇▇▇▇ #▇▇-▇▇; ▇▇d (C) BankOne relating to the financing statements filed in the following jurisdictions under the following file numbers: Arizona #690610 and Arizona #708196: (iii) the following corporate certifications: (A) Certificate from the appropriate governmental official as to Atlas Marketing Company, Inc.'s authority to do business and good standing in Virginia; (iv) An executed copy of a subordination of Landlord's Lien for the Briargrove Place location; (b) Evidence of the Borrower's Compliance with Sections 9.1(b)(iii) and Section 9.2(a) of the Agreement; (c) The representations and warranties contained herein and in Article V and the all other Loan Documents are true and correct in all material respects on and Documents, as of the Increase Effective Dateamended hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the date hereof as if made on the date hereof, except for such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed limited by their terms to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availablespecific date; (vd) the Borrowers No Default shall jointly have occurred and severally make any breakage payments be continuing; (e) All proceedings taken in connection with any adjustment of Revolving Loans pursuant the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to Section 2.14(d)Agent and its legal counsel, Jenkens & Gilc▇▇▇▇▇, ▇ Professional Corporation; and (vif) Borrower shall have paid to Agent an amendment fee in the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions amount of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative AgentSeven Thousand Dollars ($7,000.00).

Conditions. The Incremental Commitments effectiveness of this Agreement shall become effective as be subject to fulfillment of the Increase Effective Date; provided thatfollowing conditions: (a) The Agent shall have received on or before the date hereof, in each case in form and substance satisfactory to the Agent, the following: (i) each a fully-executed original of the conditions set forth in Section 4.02 shall be satisfiedthis Agreement; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on acknowledgment of General Electric Capital Corporation under the Increase Effective DateReceivables Purchase Agreement; (iii) a fully-executed amendment to the representations Senior Note Agreement, in full force and warranties contained in Article V and effect, extending to May 30, 2003 the other Loan Documents are true and correct in all material respects on and as prepayment of Senior Note Obligations that had previously been scheduled for January 15, 2003 pursuant to Section 4A of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.Senior Note Agreement; (iv) payment by the Borrower to the Agent of all fees required to be paid hereunder or otherwise due and payable to the Agent or the Lenders at or prior to the effective date hereof, including without limitation all the fees and expenses of special counsel to the Agent to the extent invoiced prior to or on a pro forma basis the closing date, plus such additional amounts as shall constitute its reasonable estimate of fees and expenses incurred or to be incurred by it through the closing proceedings (assuming, in the case of Incremental Revolving Commitments, provided that such Incremental Revolving Commitments are fully drawnestimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers opinion of in-house counsel to the Borrower and the Guarantors containing such opinions and in form and substance as shall jointly be reasonably acceptable to the Agent and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)its special counsel; and (vi) any additional agreements, instruments or documents which it may reasonably request in connection herewith; and (b) The correctness in all respects on the date hereof of the representations and warranties of the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentcontained herein.

Conditions. The Incremental Commitments This Amendment shall become effective on the date when each of the following conditions precedent have been satisfied (the “First Amendment Effective Date”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) [Reserved]. (c) The Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent. (d) The Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇ Lovells US LLP, Colorado and Virginia local law counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent. (e) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) resolutions or other action authorizing the actions under this Amendment and the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the date hereof (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since the most recent date that certified copies of such Organization Documents were delivered to the Administrative Agent) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization. (f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 6 have been satisfied, and (ii) that there has been no event or circumstance since December 31, 2018 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (g) The representations and warranties set forth in Section 5 hereof shall be true and correct. (h) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the First Amendment Effective Date pursuant to that certain First Amendment to Credit Agreement Fee Letter dated as of November 20, 2019 by and between the Increase Effective Date; provided that:Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of this Amendment). (i) each The Administrative Agent shall have been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees and disbursements of counsel for the conditions Administrative Agent, to the extent documented and delivered to the Borrower prior to the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d6(i); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentprovided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. The Incremental Commitments This Amendment shall not become effective until (a) this Amendment has been executed and delivered by the Borrower and the Majority Banks; (b) the Borrower shall have paid to the Administrative Agent, for the account of each Bank and the Issuing Bank, an amendment fee equal to $315,000 (provided that, if the Borrower terminates the Available Revolving Loan Commitments as provided in Section 2.2(e) of the Increase Effective DateCredit Agreement before August 31, 2005, then each Bank severally agrees to rebate its share of such amendment fee times the quotient of (A) the number of days between March 31, 2005 and the Revolving Loan Maturity Date divided by (B) 153); provided that: (ic) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default Borrower shall have occurred and be continuing deposited, or would result from the borrowings caused to be made deposited, in the Letter of Credit Collateral Account an additional $3,000,000 over the amount then required to be in the Letter of Credit Collateral Account on the Increase Effective Date; day of deposit under the Credit Agreement as in effect immediately before the effectiveness of this Amendment; (iiid) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateBorrower shall have paid, except to the extent that invoiced, all out-of-pocket expenses of the Administrative Agent required to be reimbursed or paid by the Borrower under the Credit Documents, such representations and warranties specifically refer expenses to an earlier dateinclude the legal fees of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in which case they shall have been true and correct in all material respects as of such earlier datecounsel to the Administrative Agent, and except that for purposes of this Section 2.14(b)FTI Consulting, the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed Inc., advisor to refer to the most recent financial statements furnished pursuant to subsections such counsel; (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vie) the Borrower Representative shall deliver have executed and delivered, or cause caused the appropriate Subsidiary to execute and deliver, to the Administrative Agent such documents as the Administrative Agent may reasonably require to allow amounts due hereunder to be electronically debited from a specified account of such Credit Party as the Borrower may designate (and the Borrower, on behalf of itself or such other Credit Party, as appropriate, hereby authorizes the Administrative Agent to cause the payment of such amounts by electronic funds transfer); (f) the Borrower shall have delivered officer’s certificates and legal opinions to the Administrative Agent a certificate of the type delivered on the Restatement Effective Date Secretary or an Assistant Secretary as to the extent reasonably requested byresolutions of the Board of Directors of the Borrower authorizing the execution and delivery of this Amendment, and in form and substance reasonably satisfactory to, (g) the Administrative AgentAgent shall have received such other documents and instruments (including Security Documents) as it may reasonably request; provided, however, that if all of such conditions are not satisfied by 2:00 p.m., Houston time, on May 23, 2005, then this Amendment shall be of no force or effect.

Conditions. The Incremental Commitments effectiveness of this Amendment No. 7 shall be subject to the 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 effective, shall be herein called the "Effective Date". (a) The 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 Increase Effective Date; provided that: date hereof after giving effect to this Amendment No. 7 as though made on and as of such date, (i) each of the conditions set forth in Section 4.02 shall be satisfied; (iib) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the borrowings to be made on taking effect of this Amendment No. 7 or the Increase Effective Date; transactions contemplated hereby, and (iiic) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except conditions precedent to the extent that such representations and warranties specifically refer to an earlier date, in which case they effectiveness of this Amendment No. 7 shall have been true satisfied; and correct the execution and delivery of this Amendment No. 7 constitutes the Borrowers' certification to the Lender Parties and the Administrative Agent as to the truth, accuracy and completeness of the matters set forth in all material respects as this Section 5.1. 5.2 The Administrative Agent shall have received copies of such earlier dateresolutions adopted by MediaBay's board of directors, authorizing the execution, delivery and performance of the Amendment No. 7 Documents, and except that for purposes of this Section 2.14(b)all documents incidental thereto shall be satisfactory to the Administrative Agent, the representations Lender Parties and warranties contained in Section 5.05(a) their counsel, and Section 5.05(b) each such person shall be deemed to refer to the most recent financial statements furnished pursuant to subsections have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested. 5.3 The Borrowers shall have: (a) paid to Winston & Strawn LLP counsel to the Administrative Agent, and (b)Richards Spear▇ ▇▇▇▇e & Orbe LLP, respectivelycounsel to Ark CLO 2000-1, of Section 6.01. (iv) on a pro forma basis (assumingLimit▇▇, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments ▇▇▇ o▇▇▇▇▇▇▇▇▇▇ ▇ees ▇▇▇ expenses incurred in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)this Amendment No. 7 or otherwise; and (vib) otherwise complied in all respects with the Borrower Representative shall deliver terms hereof and of any other agreement, document, instrument or cause other writing to be delivered officer’s certificates and legal opinions by any Borrower in connection herewith. 5.4 Each of the type parties hereto shall have executed and delivered on the Restatement Effective Date this Amendment No. 7 to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. 5.5 All proceedings in connection with the transactions contemplated by this Amendment No. 7 and all documents incidental thereto shall be reasonably satisfactory to the Administrative Agent, the Lender Parties and their respective counsel, and each such Person shall have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested.

Conditions. The Incremental Commitments effectiveness of this Amendment No. 6 shall be subject to the 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 III, 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. 6 shall have become effective effective, shall be herein called the "Effective Date". (a) The 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 Increase Effective Date; provided that: date hereof after giving effect to this Amendment No. 6 as though made on and as of such date, (i) each of the conditions set forth in Section 4.02 shall be satisfied; (iib) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the borrowings to be made on taking effect of this Amendment No. 6, or the Increase Effective Date; transactions contemplated hereby, and (iiic) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except conditions precedent to the extent that such representations and warranties specifically refer to an earlier date, in which case they effectiveness of this Amendment No. 6 shall have been true satisfied; and correct the execution and delivery of this Amendment No. 6 constitutes the Borrowers' certification to the Lender Parties and the Administrative Agent as to the truth, accuracy and completeness of the matters set forth in all material respects as this Section 3.1. 3.2 The Administrative Agent shall have received copies of such earlier dateresolutions adopted by MediaBay's board of directors, authorizing the execution, delivery and performance of the Amendment No. 6 Documents, and except that for purposes of this Section 2.14(b)all documents incidental thereto shall be satisfactory to the Administrative Agent, the representations Lender Parties and warranties contained in Section 5.05(a) their counsel, and Section 5.05(b) each such person shall be deemed to refer to the most recent financial statements furnished pursuant to subsections have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested. 3.3 The Borrowers shall have: (a) paid to Winston & Strawn LLP counsel to the Adminis▇▇▇▇▇▇e Agent, and (b)Richards Spears Kibbe & Orbe LLP, respectively▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇000-▇, of Section 6.01. (iv) on a pro forma basis (assumingLimited, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly all outstanding fees and severally make any breakage payments expenses incurred in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)this Amendment No. 6 or otherwise; and (vib) otherwise complied in all respects with the Borrower Representative shall deliver terms hereof and of any other agreement, document, instrument or cause other writing to be delivered officer’s certificates and legal opinions by any Borrower in connection herewith. 3.4 Each of the type parties hereto shall have executed and delivered on the Restatement Effective Date this Amendment No. 6 to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. 3.5 All proceedings in connection with the transactions contemplated by this Amendment No. 6 and all documents incidental thereto shall be reasonably satisfactory to the Administrative Agent, the Lender Parties and their respective counsel, and each such Person shall have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent, unless specifically waived by Agent: (a) Agent shall have received the following documents, each in form and substance satisfactory to Agent: (i) each of This Amendment, duly executed by Borrowers, together with the conditions set forth in Section 4.02 shall be satisfied;Consent and Ratification (the "Ratification") hereto, duly executed by the Guarantors; and (ii) no Company General Certificates dated as of the date of this Amendment, in form and substance satisfactory to Agent, certified by the Secretary of the Borrowers and the Guarantors certifying among other things, that the Borrowers' and Guarantors Board of Directors have met and have adopted, approved, consented to and ratified resolutions which authorize the execution, delivery and performance by Borrowers of this Amendment, and the Guarantors of the Ratification, and each other document, instrument and agreement executed in connection with or relating to the Agreement, this Amendment or the Ratification (hereinafter individually referred to as a "Loan Document" and collectively referred to as the "Loan Documents"); (b) The representations and warranties contained herein, in the Agreement, as amended hereby, and/or in each other Loan Document shall be true and correct as of the date hereof, as if made on the date hereof; (c) No Event of Default shall have occurred and be continuing and no Default shall exist, unless such Event of Default or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained Default has been specifically waived in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)writing by Agent; and (vid) All corporate proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto, shall deliver or cause be satisfactory to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.

Conditions. The Such Incremental Loan Commitments shall become effective effective, as of the such Increase Effective Date; provided that: : (i) each Immediately after giving effect to the funding of such Incremental Facility, no Event of Default would exist; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the conditions set forth in foregoing condition may be limited by the Lenders providing such Incremental Facility to (x) on the LCA Test Date, immediately after giving effect to the funding of such Incremental Facility, no Event of Default would exist and (y) on the date of funding of such Incremental Facility, no Event of Default under Section 4.02 shall be satisfied; 8.01(a), (b), (g) or (h) would exist immediately after giving effect to the funding of such Incremental Facility; provided that any Limited Condition Acquisition remains subject to the terms of Section 1.06 hereof; (ii) no Default the proceeds of the Incremental Loans shall have occurred be used in accordance with Section 3.11 and be continuing or would result from the borrowings to be made on the Increase Effective Date; Section 5.08; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Lender in connection with any such transaction; (iv) any such Incremental Loans shall be in an aggregate amount of at least $500,000 and legal opinions integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the type delivered Incremental Loan Commitments available at such time); (v) any Incremental Facilities shall be secured on a pari passu basis with the Restatement Effective Date to Loans, shall not be secured by a Lien on any assets of the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent.Borrower or any

Conditions. The Incremental Commitments obligation of the Lenders and the Agents to execute and to perform this Amendment shall become effective be subject to full satisfaction of the following conditions precedent on or before the Amendment Effective Date: (a) The Credit Parties shall have delivered to the Agent copies of such corporate documents and resolutions of the Credit Parties as the Agent may request evidencing necessary action by the Credit Parties to obtain necessary authorization for the execution and performance of this Amendment and all other agreements or documents delivered pursuant hereto as the Agent may request, each certified as of the Increase Amendment Effective Date; provided that:. (ib) This Amendment shall have been duly executed by each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred Credit Parties and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except delivered to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01Agent. (ivc) on a pro forma basis (assuming, in The Company shall have executed and delivered to the case of Incremental Agent Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with Notes payable to each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and Revolver Lenders in form and substance reasonably satisfactory tothe same as Exhibit E to this Amendment. (d) The Company shall have executed and delivered to the Agent Term Notes payable to each of the Term Lenders in form and substance the same as Exhibit F to this Amendment. (e) The Company shall have paid all costs and expenses incurred by the Agent in connection with the negotiation, preparation and closing of this Amendment and the Administrative other documents and agreements delivered pursuant hereto, including the reasonable fees and out-of-pocket expenses of Messrs. Baker & Daniels, special counsel to the Agent. (f) The Agent ▇▇▇▇▇ ha▇▇ ▇▇▇▇ived such additional agreements, documents and certifications, as may be reasonably requested by the Required Lenders.

Conditions. The Incremental Commitments shall become effective as effectiveness of Article II of this Amendment is subject to the satisfaction of the Increase following conditions precedent (the date upon which such conditions precedent are satisfied, the “Effective Date; provided that:”): (ia) each The Administrative Agent shall have received this Amendment duly executed by the Borrower, the Guarantors and the Required Banks; (b) 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 and the Guarantors, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to this Amendment reasonably requested by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent and its counsel; (c) The Administrative Agent shall have received a true, correct and complete copy of the conditions Intercreditor Agreement executed by all the parties thereto; (d) The Administrative Agent shall have received true, correct and complete copies of the Second Lien Documents; (e) The Administrative Agent shall have received all fees due and payable pursuant to Section 9.03 of the Agreement to the extent invoiced at least two Business Days prior to the Effective Date and the fees set forth in Section 4.02 shall be satisfiedthat certain Fee Letter dated the date hereof between the Administrative Agent and the Borrower; (iif) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the The representations and warranties contained herein and in Article V and the all other Loan Documents are Documents, as amended hereby, shall be true and correct in all material respects on and (which materiality exception will not apply to representations qualified by materiality standards) as of the Increase Effective Datedate hereof as if made on the date hereof, except to the extent that for such representations and warranties specifically refer limited by their terms to an earlier date, in date (which case they representations and warranties shall have been be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vig) the Borrower Representative No Default shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentexist.

Conditions. The Incremental Commitments This Amendment and the other Amendment Documents shall become not be effective as of the Increase Effective Date; provided thatunless and until: (ia) each of this Amendment, the conditions set forth in Section 4.02 shall be satisfiedReplacement Revolving Credit Notes, and the other Amendment Documents have been executed by Borrower, the other Obligors that are parties to the Amendment Documents, Administrative Agent, and all Lenders; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iiib) the representations and warranties contained in Article V and the other Loan Documents this Amendment are true and correct in all material respects on and as of the Increase Effective Datedate of this Amendment, except to the extent that such representations and warranties specifically refer (i) any of them speak to an earlier a different specific date, in or (ii) the facts on which case they shall any of them were based have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), changed by transactions contemplated or permitted by the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are availableCredit Agreement; (vc) Administrative Agent shall have received Officers' Certificates of Borrower and of each other Obligor (i) certifying that there have been no changes to the Constituent Documents of Borrower or such other Second Amendment Obligor since the date of their last certification pursuant to the Loan Documents, (ii) certifying the incumbency of the officers of Borrower or such other Obligor authorized to execute the Loan Documents, and (iii) certifying copies of resolutions duly adopted by the Borrower's or such other Obligor's Board of Directors approving the Amendment Documents and authorizing the transactions contemplated therein; (d) Administrative Agent shall have received payment of (i) the Borrowers fees required under the separate Fee Letter by and between Administrative Agent and Borrower, and (ii) all unpaid fees and expenses payable on or prior to the date hereof to Administrative Agent, including, without limitation, fees and expenses of Administrative Agent's counsel; (e) Administrative Agent shall jointly have received such other agreements, documents, instruments, opinions, certificates, and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)evidences as Administrative Agent may reasonably request; and (vif) the Borrower Representative shall deliver both before and after giving effect to this Amendment, no Potential Default or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative AgentDefault exists.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the Increase Effective Date; provided thatfollowing conditions precedent: (ia) the Company, each of other Loan Party and each Bank shall have executed and delivered this Amendment and such other documents and instruments as the conditions set forth in Section 4.02 shall be satisfiedAgent may reasonably require; (iib) no Default the Company shall have occurred and be continuing delivered, or would result from the borrowings caused to be made delivered, to Agent, a certificate of the corporate secretary or assistant corporate secretary of each Loan Party pursuant to which such secretary or assistant secretary, on behalf of such Loan Party certifies as to (x) the Increase Effective Dateincumbency and signature of the Persons executing this Amendment and any other Loan Documents delivered in connection herewith on behalf of such Loan Party, (y) resolutions, which shall be attached thereto, authorizing the execution, delivery and performance of this Amendment and such Loan Documents by such Loan Party, and (z) the fact that the articles of incorporation, articles of organization, bylaws, limited liability company agreement or other organizational documents of such Loan Party have not been amended, modified or supplemented since the date on which certified copies thereof previously were delivered to Agent under the Loan Documents, and remain in full force and effect; (iiic) the Company shall have delivered, or caused to be delivered, to Agent, with respect to each Loan Party, a recent certificate of good standing issued by the Secretary of State of such Loan Party's jurisdiction of incorporation; (d) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as 5 of the end of the latest fiscal quarter for which internal financial statements are availablethis Amendment shall be true and correct; (ve) the Borrowers Agent shall jointly have received from the Company for the account of each Bank an upfront, fully-earned and severally make any breakage payments non-refundable administrative fee in connection with any adjustment the amount of Revolving Loans pursuant to Section 2.14(d)$81,250; and (vif) all proceedings taken in connection with the Borrower Representative transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date reasonably satisfactory to the extent reasonably requested by, Agent and in form and substance reasonably satisfactory to, the Administrative Agentits legal counsel.

Conditions. The Incremental Commitments shall become effective as effectiveness of Article 2 of this Amendment is subject to the satisfaction of the Increase Effective Date; provided thatfollowing conditions precedent: (ia) each 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 conditions set forth Agreement prior to the effective date hereof, shall have received a duly executed promissory note in Section 4.02 shall be satisfiedthe amount of its Commitment; (iib) no Default The Administrative Agent shall have occurred received such documents and be continuing certificates as the Administrative Agent or would result from its counsel may reasonably request relating to the borrowings organization, existence and good standing of the Borrower and the Guarantors, the authorization of the Transactions and any other legal matters relating to be made on the Increase Effective DateBorrower, the Guarantors, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (iiic) The Administrative Agent shall have received all interest and fees accrued under the Agreement through the effective date hereof and all fees and other amounts due and payable by Borrower on or prior to the effective date hereof under Section 4.5 of this Amendment and under the Fee Letter between Borrower and Administrative Agent dated the date hereof, 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 Agreement; (d) The representations and warranties contained herein and in Article V and the Agreement or any other Loan Documents are true and correct in all material respects on and document contemplated thereby, as of the Increase Effective Dateamended hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been be true and correct in all material respects as of the effective date hereof as if made on the date hereof, except for such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed limited by their terms to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)specific date; and (vie) the Borrower Representative No Default shall deliver or cause to be delivered officer’s certificates and legal opinions exist as of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agenteffective date hereof.

Conditions. The Incremental Commitments shall become effective as As conditions precedent to the effectiveness of the Increase Effective Date; provided that: (i) First Amendment, each of the conditions set forth following shall have occurred: 2.1 the Company shall have delivered to the Creditor the First Amendment, duly executed and delivered and appropriately dated and in Section 4.02 shall be satisfiedform and substance satisfactory to the Creditor; (ii) no Default 2.2 the Creditor shall have occurred received an opinion of counsel for the Company with respect to this amendment, reasonably acceptable to the Creditor, and be continuing or would result from shall, within 30 days of the borrowings date hereof, receive an opinion of Brazilian counsel to be made on the Increase Effective Date; (iii) Company with respect to the representations and warranties contained collateral in Article V respect of the obligations of the Company and the other Loan Documents are true Credit Parties under the Amended and correct in all material respects on and Restated EFA, as amended by this amendment, such opinion of Brazilian counsel to be reasonably acceptable to the Creditor; 2.3 each of the Increase Effective DateCredit Parties shall have, except to within 10 Business Days of the extent that such representations and warranties specifically refer to an earlier datedate hereof, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, executed an affirmation of Section 6.01. (iv) on a pro forma basis (assuming, their obligations in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each respect of the covenants set forth in Section 7.11 as of Amended and Restated EFA and the end of the latest fiscal quarter for Credit Documents to which internal financial statements they are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause a party, such affirmation to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory toto the Creditor and (b) a binding commitment, reasonably acceptable to the Administrative AgentCreditor, with respect to the purchase by the Company and its affiliates of minimum amounts of goods and services from the Creditor or its affiliates; 2.4 all necessary consents to the First Amendment have been obtained from third parties, including assignees of the Creditor and insurers of the payment of Advances; 2.5 the Company shall have delivered such other documents as the Creditor may reasonably request; it being understood and agreed that the failure to satisfy any of the conditions in paragraphs 2.2 and 2.3 above in the time periods specified shall result in the First Amendment being void ab initio and of no force and effect.

Conditions. The Incremental Commitments This Amendment shall become effective as on the date when each of the Increase following conditions precedent have been satisfied (the “Second Amendment Effective Date; provided that:”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) The Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, in form, scope and substance reasonably satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) each resolutions or other action authorizing the actions under this Amendment and the Credit Agreement as amended hereby, (ii) incumbency certificates, (iii) certified copies of the Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the date hereof (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since the most recent date that certified copies of such Organization Documents were delivered to the Administrative Agent) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of organization. (d) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 4 have been satisfied, and (ii) that there has been no event or circumstance since December 31, 2019 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; provided, that for purposes of determining whether or a “Material Adverse Effect” has occurred under Section 5.05(d) of the Credit Agreement, a “Material Adverse Effect” shall have only occurred if the adverse change in, impairment of or effect upon the operations, business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower or its Subsidiaries taken as whole substantially relating to the impacts of COVID-19 are disproportionate relative to the adverse effect such event, circumstance, development, change, occurrence or effect has on other companies operating in the national “fast-casual” restaurant industry. (e) The representations and warranties set forth in Section 4.02 3 hereof shall be satisfied;true and correct. (iif) no Default All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the Second Amendment Effective Date pursuant to that certain Second Amendment to Credit Agreement Fee Letter dated as of June 16, 2020 by and between the Administrative Agent and the Borrower, shall have occurred and been paid (or shall be continuing or would result from paid concurrently with the borrowings to be made on the Increase Effective Date;closing of this Amendment). (iiig) The Administrative Agent shall have been reimbursed for all reasonable and documented fees and out-of-pocket charges and other expenses incurred in connection with this Amendment, including, without limitation, the representations reasonable fees and warranties contained in Article V and disbursements of counsel for the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateAdministrative Agent, except to the extent that such representations documented and warranties specifically refer delivered to an earlier datethe Borrower prior to the date hereof (for the avoidance of doubt, in which case they shall have been true and correct in all material respects as a summary statement of such earlier datefees, charges and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) disbursements shall be deemed to refer to sufficient documentation for the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants obligations set forth in this Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d4(g); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentprovided that supporting documentation for such summary statement is provided promptly thereafter).

Conditions. The Incremental Commitments shall become effective as of the Increase Effective Date; provided that: (i) each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished Any Transfer pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance 17.9 above must comply with each of the covenants following additional conditions: (a) Tenant shall not be in monetary or material nonmonetary default (beyond applicable notice and cure periods) in the performance of any of its obligations under this Lease at the time of the Transfer; (b) at least ten (10) business days prior to the effective date of the proposed Transfer, Tenant shall give Landlord written notice of the proposed Transfer, which notice shall be accompanied by such documents or information as is reasonably necessary to substantiate that the proposed Transfer falls within the parameters of Section 17.9, including financial statements of the proposed Transferee, unless such advance notice is prohibited by Applicable Law, in which case, such notice shall be given within five (5) business days after the effective date of the Transfer; (c) Landlord receives no later than thirty (30) days after effective date of the Transfer a fully executed duplicate original assignment or sublease (if applicable), in a commercially reasonable form; (d) the transferor shall be Original Tenant or any Permitted Assignee under this Lease, the rights granted under Section 17.9 being personal to Original Tenant and any Permitted Assignee; (e) any such Transfers shall not, whether in a single transaction or in a series of transactions, be entered into as a subterfuge to evade the obligations and restrictions relating to Transfers set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; this Article 17; (vI) the Borrowers no Transfer to a Permitted Transferee shall jointly release Tenant from its obligations under this Lease; and severally make any breakage payments (g) Tenant shall pay Landlord's reasonable attorneys' fees and costs incurred in connection with any adjustment Transfer to a Permitted Transferee. In no event shall the provisions of Revolving Loans pursuant Section 17.5 apply to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agenta Permitted Transfer.

Conditions. The Incremental Commitments effectiveness of this Amendment Agreement is subject to the following: (a) The Agent shall become effective as of the Increase Effective Date; provided thathave received: (i) each nine (9) counterparts of the conditions set forth in Section 4.02 shall be satisfiedthis Amendment Agreement duly executed by all signatories hereto; (ii) no Default shall have occurred a fully-executed copy of an escrow agreement of even date herewith between the Agent and be continuing or would result the Borrower (the "Escrow Agreement") providing for the placement into an escrow account maintained at NationsBank of the entire Net Proceeds from the borrowings issuance of the Convertible Notes and termination of such escrow account either in connection with redemption of the Convertible Notes pursuant to be made on Section 12.1(a) of the Increase Effective DateNote Purchase Agreement or for application of such Net Proceeds as set forth in (b)(ii) and (iii) below; (iii) delivery by the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as Borrower of the Increase Effective Date, except entire Net Proceeds from the issuance of the Convertible Notes to NationsBank to hold in escrow pursuant to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as terms of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01.Escrow Agreement; and (iv) on a pro forma basis copies of all additional agreements, instruments and documents which the Agent may reasonably request, such documents, when appropriate, to be certified by appropriate governmental authorities. (assumingb) Each party hereto, in the case by its execution of Incremental Revolving Commitmentsthis Amendment Agreement, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with agrees to each of the covenants following and the events set forth in (ii) and (iii) below shall have occurred: (i) The execution and delivery of this Amendment Agreement shall constitute the notice required under Section 7.11 as 2.6(b) of the end of Credit Agreement, and no additional notice need be given by the latest fiscal quarter for which internal financial statements are availableBorrower to the Agent; (vii) Notwithstanding anything to the Borrowers shall jointly contrary herein or in the Credit Agreement, a prepayment of the Term Loan with the Net Proceeds resulting from the issuance of the Convertible Notes and severally make any breakage payments held in connection with any adjustment of Revolving Loans escrow by NationsBank pursuant to the Escrow Agreement shall be made on the Business Day such funds are first available for such a prepayment pursuant to the Escrow Agreement in accordance with the first sentence of Section 2.14(d)2.6(b) of the Credit Agreement as if such Section 2.6 was otherwise applicable and the last sentence of Section 2.6(b) of the Credit Agreement shall not be applicable; and (viiii) After the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions makes the prepayment required by the first sentence of Section 2.6(b) of the type delivered on Credit Agreement, the Restatement Effective Date remaining balance of the Net Proceeds from the issuance of the Convertible Notes previously held in escrow by NationsBank pursuant to the extent reasonably requested byEscrow Agreement shall be used to make a prepayment of the Revolving Credit Outstandings under the Revolving Credit Facility, without any reduction in the Revolving Credit Commitment or Total Revolving Credit Commitment; provided, however, that the minimum amount and integral multiple limitations on prepayments contained in form and substance the last sentence of Section 3.4(b) of the Credit Agreement shall not apply to the prepayment required under this paragraph 5(b)(iii). (c) All proceedings of the Borrower relating to the matters provided for herein shall be reasonably satisfactory toto the Lenders, the Administrative AgentAgent and their counsel.

Conditions. The Incremental Commitments shall become effective as effectiveness of this Amendment is subject to the satisfaction of the Increase following conditions precedent or concurrent on June 4, 2015 (the “First Amendment Effective Date; ”): (a) This Amendment shall have been duly executed and delivered by each Loan Party, the Administrative Agent and the Lenders. (b) Except as provided that: in Section 8 of this Amendment, the Administrative Agent shall have received certificates executed by a Responsible Officer of each Loan Party attaching (i) each of resolutions or other action authorizing the conditions set forth in Section 4.02 shall be satisfied; actions under this Amendment and the Credit Agreement as amended hereby, (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; incumbency certificates, (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as certified copies of the Increase Organization Documents of such Loan Party, in each case, certified as true, accurate and complete and in effect on the First Amendment Effective DateDate (or a certification that there shall have been no changes to the Organization Documents of such Loan Party since such Organization Documents were previously delivered to the Administrative Agent) and (iv) such other documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that such failure to do so could not reasonably be expected to have a Material Adverse Effect. (c) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in this Section 7 have been satisfied, and (ii) that there has been no event or circumstance since December 31, 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (d) The Administrative Agent shall have received a certificate attesting to the Solvency of the Loan Parties on a consolidated basis before and after giving effect to this Amendment, from the chief financial officer of the Borrower. (e) The Administrative Agent shall have received a favorable opinion of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request, and (ii) the General Counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the due execution and authority of each Loan Party to enter into this amendment, in each case in form, scope and substance reasonably satisfactory to the Administrative Agent. (f) The representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 6 hereof shall be true and correct. (g) All fees and expenses due and owing to the Administrative Agent and the Lenders and required to be paid on or before the First Amendment Effective Date pursuant to that certain First Amendment Fee Letter dated as of June 4, 2015 by and among the end Administrative Agent and the Borrower, shall have been paid (or shall be paid concurrently with the closing of the latest fiscal quarter for which internal financial statements are available;this Amendment). (vh) the Borrowers The Administrative Agent shall jointly have been reimbursed for all reasonable and severally make any breakage payments documented fees and out-of-pocket charges and other expenses incurred in connection with any adjustment this Amendment, including, DB1/ 83568420.6 without limitation, the reasonable fees and disbursements of Revolving Loans pursuant to Section 2.14(d); and (vi) counsel for the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date Administrative Agent, to the extent reasonably requested bydocumented prior to or on the date hereof (for the avoidance of doubt, a summary statement of such fees, charges and disbursements shall be sufficient documentation for the obligations set forth in form and substance reasonably satisfactory tothis Section 7(i); provided that supporting documentation for such summary statement is provided promptly thereafter). (i) The Administrative Agent shall have received results of lien searches, dated on or before the Administrative AgentFirst Amendment Effective Date, together with copies of such other supporting documentation as may be necessary or desirable showing that the Liens created by the Collateral Documents are the only Liens upon the Collateral, except for Permitted Liens.

Conditions. The Incremental Commitments This Amendment shall become effective as on the date (the “Third Amendment Effective Date”) on which each of the Increase Effective Date; provided thatfollowing conditions have been satisfied (or waived) in accordance with the terms therein: a) the Administrative Agent shall have received this Amendment executed and delivered by the Borrower, the other Loan Parties, the Administrative Agent, the Incremental Term Lenders and the Required Lenders under the Credit Agreement; b) the Administrative Agent shall have received from the Borrower payment in immediately available funds of (i) each of the conditions set forth in Section 4.02 shall be satisfied; all accrued costs, fees and expenses (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of legal fees and expenses, limited to the reasonable fees, expenses and other charges of one outside counsel) reimbursable pursuant to the terms of the Credit Agreement to the extent invoiced at least three (3) Business Days prior to the Effective Date, (ii) a non-refundable closing fee, for the ratable account of each Incremental Term Lender, equal to 2.50% of the aggregate principal amount of such Incremental Term Lender’s Incremental Term Commitment and (iii) a non-refundable amendment fee, for the ratable account of each Lender party hereto, in an amount equal to 0.25% of the aggregate principal amount of their respective Tranche B Term Loans, Revolving Credit Loans and Revolving Credit Commitments, that such Incremental Revolving Commitments are fully drawn)as applicable, outstanding immediately prior to giving effect to this Amendment; c) the Borrowers Administrative Agent shall be in compliance have received with respect to each of Borrower and Holdings such certificates of good standing (to the covenants set forth extent such concept exists in Section 7.11 the relevant jurisdiction and only to the extent it is customary for such certificates to be delivered in similar transactions in the relevant jurisdiction) from the applicable secretary of state of the state of organization of each of Borrower and Holdings, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each of Borrower and Holdings evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the this Amendment; d) the Administrative Agent shall have received a written opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP dated as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d); and (vi) the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Third Amendment Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, to the Administrative Agent; e) the Administrative Agent shall have received a duly completed Borrowing Notice for the Incremental Term Loans prior to 11:30 a.m., New York City time, three (3) Business Days prior to the Third Amendment Effective Date (or such later time as agreed by the Administrative Agent in its sole discretion); f) as of the Third Amendment Effective Date, after giving effect to the incurrence of Third Amendment Transactions on a pro forma basis, the Consolidated Total Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended fiscal quarter for which financial statements are available shall be no greater than 5.25:1.00; and g) the Administrative Agent shall have received (i) a certificate of a financial officer of the Borrower, in substantially the form attached as Exhibit L to the Credit Agreement, certifying that the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Third Amendment Transactions, are Solvent, and (ii) a certificate of a Responsible Officer of the Borrower dated the Third Amendment Effective Date certifying to the satisfaction of the condition in Section 3(f) above and the representations and warranties in Sections 4(c) and 4(d) below.

Conditions. The Incremental Commitments This Agreement shall become be effective as on the first day on which each of the Increase Effective Date; provided thatfollowing conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature of Holdings and the Lenders party hereto which constitute Requisite Lenders under the Credit Agreement (including, without limitation Sun Cantinas, LLC and Cocina Funding Corp., L.L.C.); (b) Holdings shall, or shall cause Opco to, deliver a certificate of an authorized officer which shall (i) attach copies of all documents listed on, the Closing Checklist attached hereto as Annex B, and (ii) certify that (A) such documents are true and complete copies and (B) Holdings or Opco has taken all actions set forth on the Closing Checklist and satisfied all other conditions precedent listed thereon, all in form and substance, or in a manner, reasonably satisfactory to the Lenders party hereto which constitute Requisite Lenders under the Credit Agreement (including, without limitation Sun Cantinas, LLC and Cocina Funding Corp., L.L.C.); (c) Holdings shall have paid to the Lenders or the Administrative Agent, all fees that are due and payable on or before the date hereof and shall have reimbursed the Administrative Agent and the Lenders for, or paid directly, all fees, costs and expenses incurred by the Administrative Agent’s and the Lenders’ counsel in connection with the closing of the transactions contemplated hereby; (d) The Consent and Release Agreements referenced on Annex C hereto shall have been duly executed and delivered by each of the conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Dateparties thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly full force and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)effect; and (vie) the Borrower Representative The Amendments shall deliver or cause to be have been duly executed and delivered officer’s certificates and legal opinions by each of the type delivered on the Restatement Effective Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agentparties thereto.

Conditions. The Incremental Commitments effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent: (a) The Lender shall become effective have received a counterpart of this Amendment duly executed by the Borrower and the Lender; (b) The Lender shall have received an executed copy of that certain letter agreement dated as of the Increase Effective Date; provided that:date hereof by and between the Borrower and the Lender (the “Fee Letter”); (c) The Lender shall have received: (i) each certificates of good standing or existence, as may be available from the Secretary of State of the conditions set forth jurisdiction of incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (ii) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in Section 4.02 shall any event, each Financial Institution Subsidiary), as may be satisfiedavailable from the Secretary of State of the jurisdiction of incorporation or formation of each such Subsidiary and each other jurisdiction where such Subsidiary is required to be qualified to do business as a foreign corporation (except, solely with respect to United Community Bank, in the State of Tennessee); (iid) no Default The Lender shall have occurred received a certificate of the Secretary or Assistant Secretary of the Borrower attaching and be continuing or would result from certifying copies of its bylaws and of the borrowings to be made on resolutions of its board of directors, authorizing the Increase Effective Dateexecution, delivery and performance of this Agreement; (iiie) The Borrower shall have paid all fees and expenses contemplated by: (i) Section 7 hereof and (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01. (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrowers shall jointly and severally make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.14(d)Fee Letter; and (vif) The Lender shall have received such other documents, instruments and agreements as the Borrower Representative shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Restatement Effective Date Lender may reasonably request relating to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agenttransactions contemplated herein.