Common use of Effectiveness; Conditions Precedent Clause in Contracts

Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement herein provided shall become effective (the “Amendment Effective Date”) upon satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: (i) counterparts of this Amendment, duly executed by each Borrower, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement); (ii) such Notes as may be requested by the Joining Lenders; (iii) evidence of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Amendment Agreement and the amendments to the Credit Agreement herein provided shall become effective at the time (the “Amendment Effective No.2 Effectiveness Date”) upon satisfaction when each of the following conditions precedenthas been satisfied: (a) the Administrative Agent shall have received: (i) received counterparts of this AmendmentAgreement, duly executed by each Borrowerthe Company, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender Guarantor and the Lenders constituting Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement); (ii) such Notes as may be requested by the Joining Lenders; (iii) evidence of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) either prior to or substantially simultaneously with the Company shall have paid effectiveness of this Agreement, the fees in the amounts proposed Amendment No. 2 to Amended and at the times specified in the letter agreement, Restated Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of April 21July 8, 20082011 (as amended, restated, or modified from time to time, the “Floorplan Credit Agreement”) among the Company, the Administrative Agent subsidiaries of the Company parties thereto as New Vehicle Borrowers, the lenders parties thereto shall have become effective; (c) either prior to or substantially simultaneously with the effectiveness of this Agreement, at least Required Lenders and BAS Required Lenders (as defined in the “Amendment Fee Letter”Floorplan Credit Agreement) shall have acknowledged that such lenders do not object to the internal control event described in that certain notice letter dated as of March 5, 2013 provided by the Company to the Lenders; (including payment of a fee d) all fees payable to the Administrative Agent on behalf for the benefit of each Joining Lender and each Existing Lender increasing its Commitment equal the Lenders consenting hereto pursuant to 0.05% times such Lender’s final Incremental Commitment that certain fee letter dated as set forth on Schedule 2.01 attached hereto)of March 14, 2013 shall have been paid in full; and (ce) all other fees and expenses payable to the Administrative Agent Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and the amendments to the Credit Agreement herein provided shall become effective (in Paragraph 1 hereof, the “Amendment Effective Date”) upon joinder of the Joining Revolving Lenders provided in Paragraph 2 hereof and the reallocation of the Revolving Lenders’ Pro Rata Revolving Shares provided in Paragraph 3 hereof are subject to the satisfaction of each the following conditions precedent: (a) the The Administrative Agent shall have receivedreceived each of the following fees, documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each the Borrower, Bank of America, as the Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders and each Revolving Lender whose Revolving Credit Commitment will be extended or increased pursuant to this Amendment, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of four (4) original signature pages by each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of Person party hereto unless waived by the Credit Agreement)Administrative Agent; (ii) an amendment fee payable to each Lender (excluding any Joining Revolving Lender) that executes this Amendment by 5:00 p.m. EST on August 31, 2009, such Notes as may be requested amendment fee for each Lender’s own account, in an amount equal to (a) for each such Revolving Lender, five basis points (5.0 “bps”) multiplied by such Revolving Lender’s Revolving Credit Commitment immediately prior to the Joining Lenderseffective date of this Amendment and (b) for each Term Loan Lender, five basis points (5.0 “bps”) multiplied by such Term Loan Lender’s Outstanding Amount with respect to the Term Loan immediately prior to the effective date of this Amendment; (iii) evidence a Commitment Fee payable to each applicable Revolving Lender (including each Joining Revolving Lender) as set forth in that certain Engagement Letter dated as of August 5, 2009 (the authority “Engagement Letter”) among the Borrower, the Administrative Agent, Banc of America Securities LLC (“BAS”), SunTrust Bank, SunTrust Xxxxxxxx Xxxxxxxx, Inc. (“STRH”), Calyon New York Branch and capacity Regions Bank; (iv) counterparts of the Company and the other a Revolving Loan Parties to executeNote, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, duly executed by the Borrower in favor of each Joining Revolving Lender that requests a Revolving Loan PartyNote, that the Organization Documents of such Loan Party have not been amended which counterparts may be delivered by telefacsimile or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and electronic means (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (bincluding .pdf), respectively, but such delivery will be promptly followed by the delivery of Section 6.01 of one (1) original signature page unless waived by the Credit Agreement, and (B) no Default existsAdministrative Agent; and (ivv) such other assurances, certificates, documents, instruments, opinions, certifications, undertakings, further assurances and other matters consents or opinions as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall Agent reasonably request;may require. (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee In addition to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal Fees pursuant to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) the Engagement Letter, all other fees and expenses payable to the Administrative Agent Xxxxxxxxxxxxxx Xxxxx, XXX, XXXX and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Amendment and Agreement, including the amendments to the Credit Agreement herein provided increased Tranche D Commitments, shall become effective on the first date on which each of the following conditions have been satisfied or waived (such date, the “Eighteenth Amendment Effective Date”) upon satisfaction of the following conditions precedent:): (a) This Agreement shall have been executed on the Signing Date by the Administrative Agent, the Loan Parties and the Signatory Lenders (such execution not to be unreasonably |US-DOCS\155338747.17|| delayed or waived) and the Administrative Agent shall have received: (i) received counterparts to each which, when taken together, bear the signatures of this Amendment, duly executed by each Borrower, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement); (ii) such Notes as may be requested by the Joining Lenders; (iii) evidence of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request;parties hereto. (b) Xxxxxxxx has arranged for payment on the Company shall have paid the Eighteenth Amendment Effective Date of all reasonable and documented out-of-pocket fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent expenses then due and BAS (the “Amendment Fee Letter”) (including payment of a fee payable pursuant to the Administrative Agent on behalf of each Joining Lender Financing Documents and each Existing Lender increasing its Commitment equal the funds flow memorandum delivered pursuant to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); andclause (e) below. (c) all fees and expenses payable The Administrative Agent shall have received evidence that an original copy of an amendment to the Mortgage (the “Mortgage Amendment”), substantially in the form attached hereto as Exhibit B, was sent to the Title Company. (d) The Administrative Agent and the Lenders shall have received an executed copy of a Borrowing Request for Tranche D Loans for funding on or about the Eighteenth Amendment Effective Date. (including e) Borrower shall have delivered to the fees Administrative Agent a funds flow memorandum detailing the proposed flow, and expenses use, of counsel the Loan proceeds, in form and substance reasonably satisfactory to the Administrative Agent. (f) Borrower shall have delivered to the extent invoiced on or prior Administrative Agent a budget of the Sponsor, the Borrower and SusOils through January 7, 2025 (the “January 7 Budget”), in form and substance satisfactory to the Amendment Effective Date shall have been paid Administrative Agent in full (without prejudice to final settling of accounts for such fees and expenses)its reasonable discretion.

Effectiveness; Conditions Precedent. This Amendment and The amendments contained herein shall only be effective upon the amendments to the Credit Agreement herein provided shall become effective (the “Amendment Effective Date”) upon satisfaction or waiver of each of the following conditions precedent:precedent (the date of satisfaction or waiver, the “Amendment No. 6 Effective Date”): (a) the Administrative Agent shall have receivedreceived duly executed copies of the following, each in form and substance satisfactory to the Agent: (i) that certain Amendment No. 5 to Unsecured Term Loan Credit Agreement, dated as of the Amendment No. 6 Effective Date, by and among the Borrower, the lenders party thereto from time to time and Corre (“Amendment No. 5 to Corre Credit Agreement”), duly executed by each of the parties thereto; (ii) the ABL Credit Agreement, duly executed by each of the parties thereto; (iii) the Intercreditor Agreement, duly executed by each of the parties thereto; (iv) the Purchase Right Side Letter dated as of February 11, 2022, among Corre and the Agent, and acknowledged by the ABL Agent and the Borrowers, amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and in a manner not inconsistent with the terms of the Intercreditor Agreement, duly executed by each of the parties thereto; (v) that certain Common Stock Subscription Agreement, dated as of February 11, 2022, by and among the Borrower and the Corre Holders (as defined herein), duly executed by each of the parties thereto; (vi) that certain Second Amended and Restated Registration Rights Agreement, dated as of February 11, 2022, by and among the Borrower, the APSC Holdco II, L.P. and Corre Opportunities Qualified Master Fund, LP, Corre Horizon Fund, LP and Corre Horizon II Fund, LP (the “Corre Holders”, duly executed by each of the parties thereto (the “Subscription Agreement”); (vii) that certain Waiver of Anti-Dilution Adjustments and Cash Transaction Exercise, dated as of February 11, 2022, by and among the Borrower and APSC Holdco II, L.P., duly executed by each of the parties thereto; (viii) that certain Waiver of Anti-Dilution Adjustments and Cash Transaction Exercise, dated as of February 11, 2022, by and among the Borrower and the Corre Holders, duly executed by each of the parties thereto; (ix) a certificate of a Responsible Officer of the Borrower certifying that (A) the each of the representations and warranties made by the Borrower in Section 3 hereof shall be true and correct, (B) that both immediately prior to and immediately after giving effect to this Amendment, no Default or Event of Default exists, (C) each Loan Party has complied with, or obtained a waiver from the applicable agent with respect to, all conditions to be satisfied by such Loan Party to the effectiveness of the ABL Credit Agreement and to Amendment No. 5 to the Corre Credit Agreement and (D) the Borrower shall have received $10,000,000 from Corre in connection with the issuance of common stock of the Borrower in accordance with the terms of the Subscription Agreement (the “New Equity Investment”); (x) that certain Deed of Ranking, dated as of the Amendment No. 6 Effective Date, by and among the Agent, as Junior Pledgee (as defined therein), the ABL Agent, as Senior Pledgee (as defined therein) and the pledgors party thereto from time to time; and (xi) Control Agreements (as defined in the Guaranty and Security Agreement) with respect to each Deposit Account (as defined in the Guaranty and Security Agreement) and Securities Account (as defined in the Guaranty and Security Agreement) of the Loan Parties (other than any Excluded Account (as defined in the Guaranty and Security Agreement)), duly executed and entered into as of the Amendment No. 6 Effective Date by each of the ABL Agent, the Agent, the applicable Loan Party and the bank maintaining such Deposit Account or Securities Account, as applicable; provided that no such Control Agreement shall be required for the Canadian Loan Parties to satisfy this clause (xi); (b) the Agent shall have received counterparts of this Amendment, duly executed by each the Borrower, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement)Agent; (iic) such Notes the obligations of the Loan Parties pursuant to that certain ABL Credit Agreement, dated as may be requested of December 18, 2020, by and among the Joining LendersBorrower, the lenders party thereto from time to time and Citibank, N.A., in its capacity as administrative agent and/or collateral agent for the lenders party thereto (as amended, restated, supplemented or otherwise modified) shall have been refinanced and fully discharged; (iiid) evidence the Borrower shall have received the New Equity Investment; (e) each of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained made by the Borrower in Article V of the Credit Agreement and the other Loan Documents are Section 3 hereof shall be true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default existscorrect; and (ivf) such All Lender Group Expenses and all other documentsoutstanding out-of-pocket expenses of the Agent (including fees, instrumentscosts, opinionsexpenses and retainers of Xxxxx Xxxx & Xxxxxxxx LLP, certifications, undertakings, further assurances and other matters as counsel to the Administrative Agent, and all other legal and financial advisors to the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee UK, Dutch and Canadian local counsel to the Administrative Agent) have been fully and indefeasibly paid in cash. The Agent on behalf shall, upon the satisfaction or waiver of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and the conditions contained in this Section 2, promptly provide written notice (cwhich may be by email) all fees and expenses payable to the Administrative Agent Borrower and the Lenders (including of the fees and expenses effectiveness of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)this Amendment.

Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and the amendments amendment to the Credit Agreement herein provided shall become effective (in Section 1 hereof are subject to the “Amendment Effective Date”) upon satisfaction of each the following conditions precedent: (a) the The Administrative Agent shall have receivedreceived each of the following fees, documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each the Borrower, Bank of America, as the Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender Agent and the Required Lenders Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of four (4) original signature pages by each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of Person party hereto unless waived by the Credit Agreement);Administrative Agent; and (ii) such Notes other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may be requested by the Joining Lenders;require. (iiib) evidence of the authority an amendment fee payable to each Lender that executes this Amendment by 5:00 p.m. Eastern Time on Tuesday, November 23, 2010, such amendment fee for each Lender’s own account, in an amount equal to (a) for each such Revolving Lender, seven and capacity of the Company and the other Loan Parties one-half basis points (7.5 “bps”) multiplied by such Revolving Lender’s Revolving Credit Commitment immediately prior to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of this Amendment and (b) for each Term Loan Lender, seven and one-half basis points (7.5 “bps”) multiplied by such Term Loan Lender’s Outstanding Amount with respect to the Credit Agreement, or Term Loan immediately prior to the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto)this Amendment; and (c) in addition to the amendment fee, all other fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Third Amendment and the amendments to the Credit Agreement herein provided shall become effective (the “Amendment Effective Date”) and binding upon satisfaction of the following conditions precedent: (ai) Receipt by the Administrative Agent shall have received: (i) of counterparts of this Amendment, Third Amendment duly executed by each the Borrower, Bank each Subsidiary of Americathe Borrower, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement)Lenders; (ii) such Notes as may be requested Receipt by the Joining LendersAdministrative Agent of counterparts to a Supplement to the Collateral Agreement from any Subsidiary of the Borrower that is not presently a party thereto, together with the satisfaction of the Collateral and Guarantee Requirement with respect to each such Subsidiary; (iii) evidence Receipt by the Administrative Agent for the account of the authority and capacity Term Loan Lenders of a prepayment in respect of the Company Term Loans in an aggregate amount equal to the greater of (A) $32,500,000 and (B) (1) cash on hand and Permitted Investments on the other Loan Parties Third Amendment Effective Date less (2) $10,000,000, such prepayment to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (xbe applied in accordance with Section 2.09(c) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement; (iv) Receipt by the Administrative Agent for the account of each Lender that has executed this Third Amendment on or prior to 5:00 p.m., or the effective date New York City time, on June 29, 2009 (each such Lender, a “Consenting Lender”) of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except a fee equal to $3,000,000 for ratable distribution to the extent that such representations Consenting Lenders based on their respective Revolving Commitments and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreementoutstanding Term Loans, and (B) no Default existswarrants, in substantially the form of Exhibit B attached hereto, to purchase an aggregate of 1,250,000 freely tradable shares (including without limitation or restriction under federal or state securities laws) of the Borrower’s common stock exercisable for ten years (the “Warrants”), to be allocated to the Consenting Lenders ratably based upon their respective Revolving Commitments and outstanding Term Loans; (v) Receipt by the Administrative Agent of executed counterparts of to a warrant agreement, in substantially the form of Exhibits C (the “Warrant Agreement”), governing the terms of the warrants referred to in clause (iii)(B) above, include, among others, a cashless exercise option, tag-along rights (tied to Xxxxxx family selling a majority of their collective equity in Borrower), anti-dilution protection (stock splits, stock dividends and the like) and other customary warrant provisions; (vi) Receipt by the Administrative Agent of certified copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Required Lenders may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Third Amendment, the Warrants and the Warrant Agreement together with certified copies of the organization documents of the Loan Parties; (vii) Receipt by the Administrative Agent of counterparts of an opinion from Xxxxx Day, counsel to the Loan Parties, in the form attached hereto as Exhibit D; and (ivviii) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as Receipt by all appropriate parties of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses due and payable to in connection with this Third Amendment. If the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced foregoing conditions are not satisfied on or prior to the June 30, 2009, this Third Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)not be effective.

Effectiveness; Conditions Precedent. This Amendment The amendments contained herein shall only be effective upon, and the amendments obligation of Lenders to make the Credit Agreement Effective Date Loan (as herein provided shall become effective (defined) is subject to, the “Amendment Effective Date”) upon satisfaction on or before November 30, 2019 of each of the following conditions precedent:precedent (the date of satisfaction, the “Effective Date”): (a) the Administrative Agent shall have receivedreceived each of the following documents or instruments in form and substance reasonably acceptable to Agent: (i) executed counterparts of this Amendment, duly Amendment executed by each Borrowerall Borrowers, Bank of Americaall Guarantors (if any), as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender Agent and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement)Supermajority Lenders; (ii) such Notes as may be requested an executed and notarized counterpart of the Refinery Mortgage executed by the Joining LendersCalumet Montana; (iii) evidence an executed counterpart of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, Refinery Related Security Agreement executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default existsCalumet Montana; and (iv) such certified (A) resolutions of the board of directors or other documentsapplicable governing body of each Borrower and Guarantor (if any) which authorize the execution, instruments, opinions, certifications, undertakings, further assurances delivery and other matters as the Administrative Agentperformance of this Amendment, the Revolving Swing Line Lender, Refinery Related Security Agreement and the New Vehicle Swing Line Lender, Refinery Mortgage by all Borrowers and Guarantors (if any) party thereto and (B) copies of the Used Vehicle Swing Line Lender, the L/C Issuer articles or any Lender shall reasonably requestcertificate (as applicable) of incorporation (or organization or formation) and bylaws (or partnership or company agreement) of each such Borrower and Guarantor; (b) the Company The 2019 Senior Notes Indenture shall have paid been executed and delivered by all parties thereto, and $450,000,000 (or such greater amount to the fees in extent permitted by the amounts and at the times specified in the letter agreement, dated as Credit Agreement) aggregate principal amount of April 21, 2008, among the Company, the Administrative Agent and BAS unsecured senior notes (the “Amendment Fee Letter2019 Notes”) (including payment shall have been issued pursuant thereto, and Agent shall have received a true, correct and complete copy of a fee to the Administrative Agent on behalf of each Joining Lender 2019 Senior Notes Indenture and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and2019 Notes; (c) Agent shall have received (i) a Notice of Borrowing, in accordance with Section 4.1 of the Credit Agreement, with respect to a General Revolver Loan (the “Effective Date Loan”) to be made on the Effective Date in an amount not to exceed the Refinery Asset Borrowing Base Component less an amount equal to the principal amount of 2019 Notes issued in excess of $550,000,000, which Effective Date Loan shall be used as required pursuant to the proviso of the first sentence of Section 9.1.11 of the Credit Agreement (it being understood that the foregoing limitation regarding the amount of the Effective Date Loan shall not restrict Borrower Agent from submitting Notices of Borrowing regarding other Loans to be made on the Effective Date in accordance with the Credit Agreement, which other Loans may be used for working capital, capital expenditures and other lawful corporate purposes of Obligors, including Permitted Acquisitions) and (ii) a certificate or certificates executed by a Senior Officer of each Borrower or MLP General Partner as of the Effective Date, in form and substance satisfactory to Agent, stating that (x) the conditions specified in Section 6.2(a)-(d) of the Credit Agreement, as applicable, have been satisfied and (y) the conditions specified in clauses (m) and (o)(i) below are satisfied; (d) Agent shall be reasonably satisfied that, immediately prior to the Effective Date, (i) Agent, on behalf of Lenders, holds a first priority, perfected Lien (subject only to Permitted Liens) on the Refinery Collateral, and that all related recordation, registration and/or notarial fees have been paid and (ii) none of the Refinery Collateral is subject to any Liens other than Permitted Liens; (e) Agent shall have received (i) searches as of a recent date prior to the Effective Date of UCC, judgment lien, tax lien and litigation lien search reports in the jurisdiction of the chief executive office of Calumet Montana and each jurisdiction where any Refinery Collateral is located or where a filing would need to be made in order to perfect Agent’s security interest in the Refinery Collateral, copies of the financing statements and liens on file in such jurisdictions and evidence that no Liens exist thereon other than Permitted Liens, including evidence that the “Collateral” (as defined in the “Collateral Trust Agreement” (as such term is defined in the Hedge Intercreditor Agreement)) does not consist of any Collateral, and (ii) UCC financing statements or amendments thereto for each appropriate jurisdiction as is necessary, in Agent’s reasonable discretion, to perfect Agent’s security interest in the Refinery Collateral; (f) Agent shall have received with respect to Refinery Assets constituting real property that is the subject of the Refinery Mortgage (other than assets that are the subject of the Refinery Pipeline Easement Mortgage) (i) an appraisal of the Refinery Asset from CBRE and (ii) a customary Phase I environmental site assessment covering the Refinery Asset dated no more than 155 days prior to the Effective Date (or dated as of a more recent date prior to the effect date as Agent may decide in its reasonable discretion); (g) Agent shall have received an ALTA mortgagee policy of title insurance in respect of the interests of Calumet Montana in and to the Refinery Asset, together with such endorsements as are reasonably required by Agent (such policies and endorsements being hereinafter referred to collectively as the “Title Policy”), in an amount reasonably acceptable to Lenders, issued by a nationally recognized title insurer and in form and substance, in each case, reasonably satisfactory to Lenders, and insuring the Agent that with respect to the real property interests for which the Title Policy is obtained: (i) Calumet Montana has valid fee title or right to control, occupy and use of such real property, free and clear of Liens other than Permitted Liens; and (ii) the Refinery Mortgage relating to such real property constitutes a valid, first priority Lien on the real property interests of Calumet Montana, free and clear of all Liens other than Permitted Liens; (h) Agent shall have received a legal opinion of each of Norton Xxxx Xxxxxxxxx US LLP, counsel for Obligors, and Xxxxxxx Xxxxx PLLP, counsel for Agent, each dated as of the Effective Date; (i) Agent shall have received copies of insurance policies and certificates of insurance of Calumet Montana with respect to the Refinery Collateral, in each case, meeting the requirements of Section 9.1.7 of the Credit Agreement; (j) Borrowers shall have paid to Agent the fees described in that certain fee letter dated as of August 27, 2019 between MLP Parent and Bank of America, including without limitation the consent fee (the “Consent Fee”) to be paid to Agent for the Pro Rata benefit of the Lenders; (k) Borrowers shall have paid all reasonable out-of-pocket costs and expenses payable to the Administrative of Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative (including each local counsel) for Agent) to the extent invoiced that the Borrower has received an invoice therefor at least two Business Days prior to the Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced); (l) Agent shall have received a Borrowing Base Certificate calculated as of the last day of the month immediately preceding the Effective Date and giving pro forma effect to the Refinery Asset Borrowing Base Component; (m) Upon giving effect to the funding of the Effective Date Loan and the payment by Borrowers of all fees and expenses incurred in connection herewith, Availability shall be at least $250,000,000; (n) Agent shall have received a Beneficial Ownership Certification of MLP Parent, which shall be true and correct in all respects as of the Effective Date; (o) (i) the Representations and Warranties in Section 3(a) and Section 3(b), shall be true and correct as of the Effective Date, (ii) the Refinery Related Security Agreement and the Refinery Mortgage have been duly executed and delivered on behalf of each Borrower party hereto; and (iii) the Refinery Related Security Agreement and the Refinery Mortgage constitute a legal, valid and binding obligation of each Borrower party hereto, enforceable against it in accordance with its terms except as enforceability may be limited by applicable Insolvency Proceeding; and (p) Agent shall have received such documentation and other information as has been reasonably requested by Agent in connection with this Amendment and the transactions contemplated hereby. Notwithstanding the foregoing, if each of the foregoing conditions precedent (other than solely with respect to the Refinery Pipeline Easement Mortgage and the conditions precedent set forth in the immediately preceding clauses (a)(ii), (d), (e), (g), (h), (i), (k) and (o) solely related thereto (the “Pipeline Easement Conditions”)) are satisfied, then (x) this Amendment shall nonetheless become effective on such date, (y) the satisfaction of the Pipeline Easement Conditions shall be extended for a period of 30 days (or such longer period as Agent may otherwise agree in its sole discretion) following the Effective Date, (the “Waiver Deadline”); provided however, that the Waiver Deadline shall not extend beyond November 30, 2019 and (z) if the Pipeline Easement Conditions are not satisfied on or prior to the Amendment Waiver Deadline, then on the Waiver Deadline, the Obligors shall repay the Effective Date Loan, plus accrued and unpaid interest, the failure to pay of which shall be deemed an Event of Default under the Credit Agreement. Without limiting the generality of the provisions of Section 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Agent shall have been paid in full received notice from such Lender prior to the Effective Date specifying its objection thereto. If Agent or Lenders fund the Effective Date Loan when any conditions precedent are not satisfied (without prejudice regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of (x) the right of Agent and Lenders to final settling insist upon satisfaction of accounts for all conditions precedent with respect to any subsequent funding, issuance of any Letters of Credit or grant of any other accommodation; nor (y) any Default or Event of Default due to such fees and expenses)failure of conditions or otherwise.

Effectiveness; Conditions Precedent. This Amendment and the The amendments to the Credit Agreement herein provided shall become be effective (upon the “Amendment Effective Date”) upon satisfaction of the following conditions precedent: (a) the The Administrative Agent shall have receivedreceived each of the following documents or instruments in form and substance acceptable to the Administrative Agent: (i) one or more counterparts of this Amendment, duly executed by each Borrower, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender the Borrower and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement); (ii) such Notes a certificate of each Loan Party dated as may be requested by the Joining Lenders; (iii) evidence of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) date hereof signed by a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents Responsible Officer of such Loan Party have not been amended or otherwise modified since (i) certifying and attaching the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which resolutions adopted by such Loan Party became a party approving or consenting to the Credit Agreement and/or the other Loan DocumentsIncrease, as applicable, or and (ii) in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification case of the Company Borrower, certifying that, before and after giving effect to the Incremental Commitmentsincreases provided herein, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, Agreement and (B) no Default exists; (iii) fully-executed copies of the Merger Agreement, the Subordinated Seller Notes executed in connection with the NSS Merger and the other documents and agreements entered into in connection with the NSS Merger; (iv) consolidated opening balance sheet of the Borrower and its Subsidiaries after giving effect to the NSS Merger; (v) quarterly financial forecasts of the Borrower and its Subsidiaries, on a consolidated and consolidating basis, prepared by management of the Borrower including balance sheets and related statements of income or operations, shareholders’ equity and cash flows for each fiscal quarter ending in 2009 and 2010, in each case certified by the chief financial officer of the Borrower; (vi) a certificate of a Responsible Officer of each Loan Party either (i) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Loan Party of the NSS Merger and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required; (vii) evidence satisfactory to the Administrative Agent, that contemporaneously with and immediately upon the effectiveness of this Amendment, the NSS Merger will have been consummated in accordance with the terms of the NSS Merger Agreement (viii) a certificate of a Responsible Officer of the Borrower attaching copies of all consents, licenses and approvals required in connection with the consummation by NSS and its Subsidiaries of the NSS Merger, which such consents, licenses and approvals shall be in full force and effect; (ix) completed requests for information, dated on or before the date hereof, listing all effective financing statements filed in the jurisdictions satisfactory to the Administrative Agent that name NSS or any of its Subsidiaries as debtor, together with copies of such other financing statements (x) evidence satisfactory to the Administrative Agent, that any Indebtedness (other than Indebtedness permitted by Section 7.03 of the Credit Agreement) of NSS and its Subsidiaries has been or concurrently with the date hereof is being terminated and all Liens securing such Indebtedness have been or concurrently with the date hereof are being released; and (ivxi) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender Agent shall reasonably request;. (b) the Company shall have paid the All upfront fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee due to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) Lenders, together with all other fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) estimated to the extent invoiced on or prior to the Amendment Effective Date date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Amendment The effectiveness of this Agreement and the amendments amendment to the Credit Agreement herein provided shall become effective (in Paragraph 1 hereof are subject to the “Amendment Effective Date”) upon satisfaction of each the following conditions precedent: (a) the The Administrative Agent shall have receivedreceived each of the following fees, documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this AmendmentAgreement, duly executed by each the Borrower, Bank of America, as the Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender Guarantor and the Required Lenders Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of four (4) original signature pages by each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of Person party hereto unless waived by the Credit Agreement)Administrative Agent; (ii) an amendment fee payable to each Lender that executes this Agreement by 5:00 p.m. EST on April 28, 2008, such Notes as may be requested amendment fee for each Lender’s own account, in an amount equal to (a) for each such Revolving Lender, twenty-five basis points (25 “bps”) multiplied by such Revolving Lender’s Revolving Credit Commitment immediately prior to the Joining Lenderseffective date of this Agreement and (b) for each Term Loan Lender, twenty-five basis points (25 “bps”) multiplied by such Term Loan Lender’s Outstanding Amount with respect to the Term Loan immediately prior to the effective date of this Agreement; (iii) evidence of satisfactory to the authority Administrative Agent that the Mortgage Warehouse Facility has been or concurrently with the date hereof is being terminated and capacity of the Company and the other Loan Parties to execute, deliver and perform its all Liens securing obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving Mortgage Warehouse Facility have been or concurrently with the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents hereof are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default existsbeing released; and (iv) such other assurances, certificates, documents, instruments, opinions, certifications, undertakings, further assurances and other matters consents or opinions as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall Agent reasonably request;may require. (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all All fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and shall be conditioned upon the amendments to satisfaction or waiver of the Credit Agreement herein provided shall become effective following conditions precedent (the date of such effectiveness, the “Fourth Amendment Effective Date”) upon satisfaction of the following conditions precedent:): (a) the a. The Administrative Agent shall have receivedreceived the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Fourth Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Fourth Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) Four (4) counterparts of this Amendment, duly executed by each the Borrower, Bank of Americathe other Loan Parties party hereto, as the Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and the L/C Issuer, each Guarantor, each Joining Lender Issuer and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement)Lenders; (ii) such Notes as may be requested a Replacement Note executed by the Joining LendersBorrower in favor of each Lender requesting a Note (which Note shall reflect the revised Commitments of Lenders hereunder); (iii) evidence Four (4) counterparts of the Fee Letter relating to this Amendment, duly executed by the Borrower; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of the Company each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became is a party party; (v) such documents and certifications as the Administrative Agent may reasonably require to evidence that there has been no change to the organizational documents or the incumbency certificates of each Loan Party (each as previously delivered to the Administrative Agent in connection with the Credit Agreement and/or Agreement), except as otherwise attached thereto, and that each Loan Party is in good standing in its jurisdiction of organization and, with respect to the other Loan DocumentsBorrower, as applicable, or in the alternativeState of New York; (vi) a favorable opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance reasonably acceptable to the Administrative Agent; (vii) a certificate of a Responsible Officer of the Borrower either (A) attaching true and complete copies of all amendments consents, licenses and modifications thereto approvals required in connection with the execution, delivery and (z) certification performance by the Loan Parties and the validity against each Loan Party of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement this Amendment and the other Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are true and correct on and as so required; and (viii) a certificate signed by a Responsible Officer of the Amendment Effective Date, except to Borrower certifying (A) that the extent that such representations and warranties specifically refer to an earlier date, conditions specified in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (aSections 4.02(a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of in this Section 6.01 7 have been satisfied as of the Credit Agreement, date hereof and (B) that there has been no Default exists; and (iv) such other documentsevent or circumstance since the date of the Borrower's most recent audited financial statements that has had or could be reasonably expected to have, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer either individually or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreementaggregate, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)Material Adverse Effect.

Effectiveness; Conditions Precedent. This Amendment and Consent shall only be effective upon the amendments to the Credit Agreement herein provided shall become effective (the “Amendment Effective Date”) upon satisfaction on or before August 30, 2020 of each of the following conditions precedent:precedent (the date of satisfaction, the “Effective Date”): (a) the Administrative Agent shall have received: (i) received each of the following documents or instruments in form and substance reasonably acceptable to Agent executed counterparts of this Amendment, duly Consent executed by each Borrowerall Borrowers, Bank of Americaall Guarantors (if any), as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender Agent and the Required Lenders Lenders; (including each Existing Lender which is increasing its overall Commitment pursuant b) The 2024 Secured Notes Indenture shall have been executed and delivered by all parties thereto, and an amount not to Section 2.23 exceed $200,000,000 aggregate principal amount of the Credit 2024 Secured Notes shall have been issued pursuant thereto, and exchanged for, an equal principal amount of 2022 Unsecured Notes; (c) MLP Parent shall have designated the 2024 Secured Notes as Parity Lien Debt in accordance with the terms of the Collateral Trust Agreement and the Parity Lien Documents (as defined in the Collateral Trust Agreement); (iid) such Notes as may be requested by the Joining Lenders; (iii) evidence of the authority and capacity of the Company and the other Loan Parties to executeAgent shall have received a true, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true correct and complete copy of resolutions approving the amendments 2024 Secured Notes Indenture, the 2024 Secured Notes and any other 2024 Secured Notes Documents; (e) The representations and warranties in Section 3(a) and Section 3(b) shall be true and correct as of the Effective Date and Agent shall have received a certificate or certificates executed by a Senior Officer of each Borrower or MLP General Partner as of the Effective Date, in form and substance satisfactory to Agent, stating that such conditions and the conditions in the immediately preceding clause (c) are satisfied; (f) Agent shall be reasonably satisfied that the Notes Exchange will not result in the inclusion of any Collateral as Hedge Agreement Collateral; (g) Borrowers shall have paid to Agent, for the benefit of each Lender (including Bank of America) that consents to this Consent, a consent fee (the “Consent Fee”) in an aggregate amount equal to 0.0875% of the Commitments of each such Lender outstanding on the Effective Date, which Consent Fee Borrowers agree shall be deemed fully earned and payable on the Effective Date; (h) Borrowers shall have paid all reasonable out-of-pocket costs and expenses of Agent (including the reasonable fees and expenses of counsel for Agent) to the extent that the Borrower has received an invoice therefor at least two Business Days prior to the Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced); and (i) Agent shall have received such documentation and other information as has been reasonably requested by Agent in connection with this Consent and the transactions contemplated hereby, (y) a certification, executed by each Loan Party, that . Without limiting the Organization Documents generality of such Loan Party have not been amended or otherwise modified since the effective date provisions of Section 11.3 of the Credit Agreement, or for purposes of determining compliance with the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documentsconditions specified in this Section 2, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent each Lender that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement has signed this Consent shall be deemed to refer have consented to, approved or accepted or to the most recent statements furnished pursuant be satisfied with, each document or other matter required thereunder to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer be consented to or any approved by or acceptable or satisfactory to a Lender shall reasonably request; (b) the Company unless Agent shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining received notice from such Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment Agreement and the amendments to the Credit Agreement herein provided shall become effective upon satisfaction of the following conditions precedent (the date of satisfaction thereof, the “Amendment Effective Date”) upon satisfaction of the following conditions precedent:): (a) the Administrative Agent shall have receivedreceived each of the following, each in form and substance satisfactory to the Administrative Agent: (i) counterparts of this AmendmentAgreement, duly executed by the Borrower, the Administrative Agent, each BorrowerSubsidiary Loan Party, Bank of AmericaAmerica (as the sole Term Loan Lender with respect to the Replacement Term Loan as of the Amendment Effective Date), as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement)Revolving Lenders; (ii) such Notes documents and certificates as the Administrative Agent or its counsel may be requested by reasonably request relating to the Joining Lendersorganization, existence and good standing of each Loan Party, the authorization of the Amendment and the transactions contemplated herein (including the increase of the Term Loan) and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions; (iii) evidence a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of Jxxxx Day, counsel for the Borrower and the Subsidiary Loan Parties; (iv) a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the authority Borrower, confirming compliance with the conditions set forth in paragraphs Sections 4.02(a) and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (xb) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or ; (v) UCC searches with respect to the effective date of the Joinder Agreement pursuant to which such Borrower and each Subsidiary Loan Party became a party to showing only those Liens effectuated after the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V Effective Date of the Credit Agreement as are permitted to exist under Section 6.02 of the Credit Agreement; (b) the Borrower and each Subsidiary Loan Party will have taken such action as is reasonably deemed necessary by the other Loan Documents are true Administrative Agent, if any, so that the Collateral and correct on and Guarantee Requirement shall continue to be satisfied as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (bc) the Company a fee shall have been paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Revolving Lender and each Existing Lender increasing its Commitment executing this Agreement equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); andRevolving Commitment; (cd) all other fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Agreement Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement herein provided shall become effective as of the date (the “Effective Date”) on when each of the following conditions has been satisfied: a. The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, each Subsidiary Guarantor, the Required Lenders and the Administrative Agent. b. [Reserved.] c. The Administrative Agent shall have received fully executed copies of all material transaction documents with respect to the issuance of the Preferred Stock and the DR Systems Acquisition. d. The Borrower shall have certified in writing to the Administrative Agent that there are no further conditions to the consummation of the issuance of the Preferred Stock other than the effectiveness of this Amendment, and that there are no further conditions to the consummation of the DR Systems Acquisition with respect to the initial acquisition of approximately 90% of the Equity Interests of DR Systems other than receipt of proceeds of the Preferred Stock, and that each such transaction is expected to happen substantially simultaneously with the effectiveness of this Amendment. e. Each of the following conditions with respect to the DR Systems Acquisition shall have been satisfied: i. the Acquisition Consideration for the DR Systems Acquisition shall not exceed $80,000,000; ii. immediately prior and after giving effect thereto, no Default or Event of Default then exists or would immediately result therefrom under the Amended Credit Agreement; iii. after giving effect to such transaction on a Pro Forma Basis, Borrower shall be in compliance with the Financial Covenants under the Amended Credit Agreement as of the most recent Test Period; iv. the Board of Directors of the DR Systems shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn); v. all transactions in connection therewith shall be consummated in all material respects, in accordance with all material applicable Legal Requirements; vi. Borrower shall have provided the Administrative Agent, for the benefit of the Lenders, with historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of DR Systems (audited if received by Borrower) and unaudited financial statements thereof for the most recent interim period which are available; and vii. Borrower shall have delivered to the Administrative Agent an Officers’ Certificate certifying that such transaction complies with this clause (e) (which shall include detailed calculations showing compliance with Financial Covenants on a Pro Forma Basis). f. The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Borrower, certifying that both immediately before the issuance of the Preferred Stock and the consummation of the DR Systems Acquisition and immediately after giving effect to both such transactions on a Pro Forma Basis, the Borrower and its Subsidiaries (including, immediately after giving effect to the DR Systems Acquisition, DR Systems and its Subsidiaries), on a consolidated basis, are Solvent. g. After the consummation of the DR Systems Acquisition, neither DR Systems nor any of its Subsidiaries shall have outstanding any Indebtedness or Disqualified Capital Stock other than (i) the Loan and Credit Extensions under the Amended Credit Agreement and (ii) up to $1,000,000 of other Indebtedness that would be permitted under Section 6.01 of the Amended Credit Agreement. h. The Administrative Agent shall have received with respect to DR Systems and its Subsidiaries (x) UCC searches of a recent date and (y) tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable instruments that name DR Systems or any of its Subsidiaries as debtor and that are filed in the state and/or county jurisdictions in which DR Systems or any such Subsidiary is organized or maintains its principal place of business. i. The Administrative Agent shall have received an amendment fee for the ratable benefit of (and payable to) each Lender executing this amendment in an aggregate amount equal to 0.25% of the sum of all Loans outstanding and unused Commitments of the undersigned Lenders (the “Amendment Effective DateFee”) upon satisfaction ). j. In addition to payment in full in cash of the following conditions precedent: (a) Amendment Fee, the Administrative Agent shall have received: (i) counterparts of this Amendment, duly executed by each Borrower, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender received all other fees and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant amounts required to Section 2.23 of the Credit Agreement); (ii) such Notes as may be requested paid by the Joining Lenders; (iii) evidence of the authority Borrowers in connection herewith, including all reasonable and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the documented fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Amendment Agreement shall be effective when all of the conditions set forth in this Section shall have been satisfied in form and substance satisfactory to the First Lien Administrative Agent. (a) The First Lien Administrative Agent shall have received duly executed counterparts of this Agreement from each of the Borrowers, the Guarantors, the First Lien Administrative Agent and the Consenting First Lien Lenders. (b) The Borrowers shall have paid all professional fees and expenses of the First Lien Administrative Agent and the Consenting First Lien Lenders in connection with this Agreement, the Loan Documents and the transactions contemplated hereby (including all fees and expenses of Winston & Xxxxxx LLP, in its capacity as counsel to the First Lien Administrative Agent) pursuant to wire transfer instructions to be provided by the First Lien Administrative Agent. (c) The First Lien Administrative Agent shall have received a waiver under (waiving any and all events of default existing under the Master Agreement (as defined below) as of the effective date of this Agreement), and an amendment to, that certain ISDA Master Agreement dated as of May 16, 2007 (as amended, restated, supplemented or otherwise modified, the “Master Agreement”) by and between Bank of America, N.A. and Prospect Medical Holdings, Inc., which waiver and amendment shall each be in form and substance satisfactory to Bank of America, N.A., in its appropriate capacity under the Master Agreement. (d) The First Lien Administrative Agent shall have received a favorable opinion(s) of counsel to the Loan Parties, addressed to the First Lien Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents (including, without limitation, this Agreement), as the First Lien Administrative Agent or the Consenting First Lien Lenders may reasonably request (including, without limitation, New York law enforceability matters). (e) The First Lien Administrative Agent shall have received such other instruments, documents and certificates (including, without limitation, an updated Schedule 5.13 reflecting the Borrowers’ increased ownership interest in Xxxxxxx) as the First Lien Administrative Agent shall reasonably request in connection with the execution of this Agreement. (f) The First Lien Administrative Agent and First Lien Lenders shall have received a corresponding effective amendment and waiver to the Second Lien Credit Agreement, in form and substance substantially consistent with this Agreement (with such changes as are applicable to only the Second Lien Credit Agreement), and containing the consent of the Second Lien Lenders and the Second Lien Administrative Agent to the amendments to the First Lien Credit Agreement herein provided shall become effective (the “Amendment Effective Date”) upon satisfaction of the following conditions precedent: (a) the Administrative Agent shall have received: (i) counterparts of this Amendmentset forth herein, duly executed by each Borrower, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement); (ii) such Notes as may be requested delivered by the Joining Lenders; (iii) evidence of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Second Lien Administrative Agent, the Revolving Swing Line LenderBorrowers, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent Guarantor and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)Second Lien Lenders.

Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and the related amendments to the Credit Agreement herein provided shall become effective (are each subject to the “Amendment Effective Date”) upon satisfaction of the following conditions precedent:precedent (the date of such satisfaction, the “Amendment No. 13 Effective Date”): (a) the Administrative Agent shall have received: (i) , in form and substance reasonably acceptable to the Administrative Agent, counterparts of this Amendment, duly executed by each BorrowerCredit Party, Bank of America, as the Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender Agent and the Required Lenders Lenders; (including b) each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreementrepresentations and warranties set forth in Section 4 above is true and correct in all material respects (or, with respect to any such representation or warranty modified by a materiality or Material Adverse Effect standard, in all respects (taking into account such materiality or Material Adverse Effect standard)); (iic) such Notes immediately after giving effect to this Amendment, as may of the Amendment No. 13 Effective Date, no Default or Event of Default shall have occurred and be requested by the Joining Lenderscontinuing; (iiid) evidence the Administrative Agent, on behalf of each Lender, shall have received a fee equal to 0.50% of the authority and capacity aggregate principal amount of the Company outstanding Term Loans and the Revolving Commitments (whether or not utilized) of all Lenders (calculated immediately after giving effect to the prepayment of Revolving Loans described in clause (f) below), such fee to be for the ratable account of, and paid by the Administrative Agent ratably to, each Lender; (e) the Administrative Agent shall have confirmation that all other Loan Parties to executefees payable by any Credit Party under this Amendment, deliver and perform its obligations under the Loan Documents as amended herebyCredit Agreement and under any engagement, includingcommitment or fee letter with respect to this Amendment, (x) a true and complete copy of resolutions approving all reasonable and documented out-of-pocket fees and expenses required to be paid by any Credit Party on or before the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that Amendment No. 13 Effective Date in accordance with and subject to the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date limitations in Section 11.2 of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documentshave been paid, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable and documented out-of-pocket fees and expenses of counsel to for the Administrative Agent) , in each case, to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full date hereof (without prejudice to final settling of accounts for such fees and expenses); (f) the Borrower shall have made, or substantially concurrently with the Amendment No. 13 Effective Date shall make, a voluntary prepayment of Revolving Loans and a corresponding reduction of Revolving Commitments, in an aggregate principal amount of not less than $5,000,000, which prepayment shall be applied ratably to the outstanding Revolving Loans of the Lenders and not result in a reduction of any repayment installments of the Term Loan A due under the Credit Agreement; (g) the Borrower shall have paid all accrued and unpaid interest under the Existing Credit Agreement on or prior to the Amendment No. 13 Effective Date; (h) the Administrative Agent shall have received from the Borrower a forecast of consolidated cash flows of the Credit Parties for the 13-week period following the Amendment No. 13 Effective Date in a form reasonably acceptable to the Administrative Agent; (i) the Administrative Agent shall have received from the Credit Parties an updated listing of all deposit accounts and securities accounts of the Credit Parties, including the institution at which each such account is maintained and whether such account constitutes a Material Account as of the Amendment No. 13 Effective Date; (j) the Administrative Agent shall have received from the Borrower, in form and substance reasonably acceptable to the Administrative Agent, all documentation required by the Administrative Agent to increase the pledge of Equity Interests of each First Tier Foreign Subsidiary from 65% to 100%, with such pledge delivered under New York law and the laws of the jurisdiction of formation of such First Tier Foreign Subsidiary; and (k) the Credit Parties shall have provided to the Administrative Agent certificates of each Credit Party executed by an Authorized Officer of such Credit Party including incumbency information and attaching resolutions of the board of directors or similar governing body of such Credit Party approving and authorizing this Agreement. Notwithstanding anything to the contrary herein or in the Existing Credit Agreement, any prior notice required pursuant to Section 2.11(a) of the Existing Credit Agreement with respect to the prepayment described in clause (f) above is hereby waived.

Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement herein provided shall become effective on the first date on which each of the following conditions have been satisfied or waived (such date, the “Ninth Amendment Effective Date”) upon satisfaction of the following conditions precedent:): (a) This Agreement and the Waiver shall have been executed on the Signing Date by the Administrative Agent, the Loan Parties and the Signatory Lenders (such execution not to be unreasonably delayed or waived) and the Administrative Agent shall have received:received counterparts to each which, when taken together, bear the signatures of each of the other parties hereto. (b) Borrower has arranged for payment on the Ninth Amendment Effective Date of all reasonable and documented out-of-pocket fees and expenses then due and payable pursuant to the Financing Documents. (c) The Administrative Agent shall have received an amendment to the ExxonMobil Offtake Agreement, dated on or before the Ninth Amendment Effective Date, executed by the Project Company and ExxonMobil, which shall be in form and substance reasonably satisfactory to the Lenders. (d) The Borrower has delivered to the Administrative Agent an Officer’s Certificate of each of Borrower and Holdings dated as of the Ninth Amendment Effective Date certifying (i) counterparts of this Amendment, duly executed by that each Borrower, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement); conditions set forth in this Section 5 have been satisfied in accordance with the terms hereof, (ii) such Notes as may be requested by the Joining Lenders; (iii) evidence of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitmentswaivers set forth in the Waiver and the amendments set forth herein, (A) the representations and warranties contained in Article V of each of the Credit Agreement and Loan Parties set forth in the other Loan Financing Documents are true and correct in all material respects (except where already qualified by materiality or Material Adverse Effect, in which case, such representations and warranties are true and correct in all respects) on and as of the Ninth Amendment Effective Date, except Date (unless stated to the extent that such representations and warranties specifically refer relate solely to an earlier date, in which case they are such representations and warranties were true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (biii) after giving effect to the waivers set forth in the Waiver and the amendments set forth herein, no Default or Event of Section 5.05 Default has occurred and is continuing as of the Credit Agreement shall be deemed to refer to Ninth Amendment Effective Date. (e) As consideration for the most recent statements furnished pursuant to clauses (a) amendments set forth herein and (b)the waivers set forth in the Waiver, respectively, of Section 6.01 as of the Credit AgreementNinth Amendment Effective Date, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any each Lender shall reasonably request; (b) have received the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment GCEH Warrants as set forth on Schedule 2.01 attached hereto); andin Section 3. (cf) all fees and expenses payable The Administrative Agent shall have received an amendment to the HoldCo Borrower LLC Agreement, dated on or before the Ninth Amendment Effective Date, which shall be in form and substance reasonably satisfactory to the Lenders. (g) The Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid received an executed copy of a Borrowing Request for Tranche B Loans in full (without prejudice an amount equal to final settling of accounts for such fees and expenses)$30,000,000.

Effectiveness; Conditions Precedent. This Amendment The effectiveness of this Agreement, and the amendments to the Credit Agreement herein provided shall become effective (in Paragraph 1 hereof and the “Amendment Effective Date”) upon consents and waivers provided for in Paragraph 2 hereof, are all subject to the satisfaction of each the following conditions precedent: (a) the The Administrative Agent shall have receivedreceived each of the following documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) thirteen (13) original counterparts of this AmendmentAgreement, duly executed by each the Borrower, Bank of America, as the Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender each Guarantor and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement)Lenders, together with all schedules and exhibits thereto duly completed; (ii) such Notes as may be requested resolutions of the Board of Directors of the Borrower authorizing the Proposed Acquisition and the related transactions, certified by the Joining LendersSecretary or Assistant Secretary of Borrower; (iii) evidence pro forma historical financial statements as of the authority and capacity end of the Company most recently completed fiscal year of the Borrower and most recent interim fiscal quarter giving effect to the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, Proposed Acquisition; (xiv) a true and complete copy certificate substantially in the form of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party Exhibit D to the Credit Agreement and/or prepared on a historical pro forma basis as of the other Loan Documentsdate of the Audited Financial Statements or, if later, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company thatmost recent date for which financial statements have been furnished pursuant to Section 6.01(b) of the Credit Agreement giving effect to the Proposed Acquisition, before which certificate shall demonstrate that no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to the Incremental Commitments, Proposed Acquisition and this Agreement; (Av) the representations and warranties contained Advance Notice (as defined in Article V Paragraph 4 below), along with each of the Credit Agreement and the other Loan Documents are true and correct on and documents required as of the Amendment Effective Date, except a condition to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer consent to the most recent statements furnished pursuant to clauses (aProposed Acquisition described in Paragraph 2(a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default existshereof; and (ivvi) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender Agent shall reasonably request;. (b) Notwithstanding the Company 30-day time limit provided therein, and notwithstanding any limitation or waiver of the requirements thereof that might otherwise be determined to result from the terms of this Agreement, but subject to the exclusion set forth in Paragraph 2(b) hereof with respect to the Real Estate Subsidiary, substantially simultaneously with the consummation of the Proposed Acquisition the Borrower shall have paid complied, and shall have caused each of its Subsidiaries (determined after giving effect to the fees Proposed Acquisition) to have complied, fully with the requirements of Section 6.14 of the Credit Agreement, including with respect to any new assets acquired in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); andProposed Acquisition. (c) all All fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) estimated to the extent invoiced on or prior to the Amendment Effective Date date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This Amendment and Amendment, other than the amendments to the Credit Agreement herein provided set forth in Section 2 of this Amendment, shall become effective as of the date when the Agent and the Lead Arranger shall have received counterparts of this Amendment duly executed by Borrower and each of the Required Lenders. The amendments to the Credit Agreement set forth in Section 2 of this Amendment shall become effective as of the date (the “Amendment No. 1 Effective Date”) upon satisfaction when, and only when, each of the following conditions precedent:shall have been satisfied (or, in the case of clause (b) below, will be substantially contemporaneously satisfied on such date): (a) the Administrative Agent The Lead Arranger shall have receivedreceived the Amendment Fee. (b) An amendment to the Senior Secured Credit Agreement has, or on the Amendment No. 1 Effective Date will, become effective in accordance with the terms thereof which amends the Senior Secured Credit Agreement to provide for: (i) counterparts a minimum Consolidated Interest Coverage Ratio (as defined in the Senior Secured Credit Agreement) of this Amendment, duly executed by each Borrower, Bank of America, (a) 2.25:1.00 or greater as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement)end of the fiscal quarters of Borrower ending on June 30, 2017, September 30, 2017 and December 31, 2017, and (b) 2.00:1.00 or greater as of the end of any fiscal quarter of Borrower ending thereafter; (ii) such Notes a maximum Consolidated Leverage Ratio (as may be requested by defined in the Joining LendersSenior Secured Credit Agreement) of 5.00:1.00 or less as of the end of the fiscal quarter of Borrower ending on June 30, 2017, and any fiscal quarter of Borrower ending thereafter; (iii) evidence a deadline for the delivery of the authority Required Financial Information (as defined in the Fifth Amendment and capacity Waiver, dated as of the Company and the other Loan Parties to executeJuly 15, deliver and perform its obligations under the Loan Documents as amended hereby2016, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Senior Secured Credit Agreement, and (Bincluding, without limitation, for the avoidance of doubt, the 2016 Audited Financial Information as defined in such Fifth Amendment and Waiver) extended from August 15, 2017 to no Default existsearlier than February 15, 2018; and (iv) an aggregate amount of professional fees and expenses that may be added back pursuant to clause (e) of the definition of “Consolidated EBITDA” in the Senior Secured Credit Agreement of not greater than each of the following specified amounts: (a) $37,000,000 for the period of four consecutive fiscal quarters ending on June 30, 2017, (b) $35,000,000 for the period of four consecutive fiscal quarters ending on September 30, 2017, (c) $31,000,000 for the period of four consecutive fiscal quarters ending on December 31, 2017, (d) $25,000,000 for the period of four consecutive fiscal quarters ending on March 31, 2018 and (e) for any period of four consecutive fiscal quarters ending thereafter, 15.0% of Consolidated EBITDA for such period, calculated without giving the effect to any add back of professional fees and expenses pursuant to this clause. For the avoidance of doubt, such amendment may also amend the Senior Secured Credit Agreement in any other manner that does not conflict with the foregoing and does not conflict with the Credit Agreement. (c) Borrower shall have paid all reasonable fees, costs and expenses of the Agent and the Lead Arranger incurred in connection with this Amendment, to the extent invoiced to Borrower at least one Business Day prior to the Amendment No. 1 Effective Date. (d) The Agent and the Lead Arranger shall have received such other documents, instruments, opinions, certifications, undertakings, further assurances instruments and other matters certificates as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer Lead Arranger or any Lender shall may reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This (a) The consent provided in Section 1(b) of this Consent and Amendment and the amendments to the Credit Agreement herein provided in Section 2 of this Consent and Amendment shall become be effective (the “Amendment Effective Date”) upon satisfaction of each of the following conditions precedent: precedent (a) the Administrative Agent shall have received:date of satisfaction, the “First Effective Date”): (i) Agent’s receipt of executed counterparts of this Amendment, duly Consent and Amendment executed by each Borrowerall Borrowers, Bank of Americaall Guarantors (if any), as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender Agent and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of the Credit Agreement)Supermajority Lenders; (ii) such Notes as may be requested by Both immediately prior and immediately after giving effect to the Joining Lendersconsent provided in Section 1(b) of this Consent and Amendment and the amendments provided in Section 2 of this Consent and Amendment, no Default or Event of Default exists; (iii) evidence The representations and warranties in Section 4(a) shall be true and correct as of the authority First Effective Date and capacity Agent shall have received a certificate executed by a Senior Officer of each Borrower or MLP General Partner as of the Company First Effective Date, in form and substance satisfactory to Agent, stating that such condition is satisfied; and (iv) Borrowers shall have paid all reasonable out-of-pocket costs and expenses of Agent (including the other Loan Parties reasonable fees and expenses of counsel for Agent) to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, extent that the Organization Documents Borrower Agent has received an invoice therefor at least two Business Days prior to the First Effective Date (without prejudice to any post-closing settlement of such Loan Party have fees, costs and expenses to the extent not been amended so invoiced). (b) The consent provided in Section 1(a) of this Consent and Amendment shall be effective only upon the satisfaction on or otherwise modified since before November 30, 2021 of each of the effective following conditions precedent (the date of satisfaction, the Credit Agreement, or “Second Effective Date”): (i) The Refinery Asset Borrowing Base Component shall have been permanently reduced to $0 (the effective date of the Joinder Agreement pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true “Refinery Borrowing Base Reduction”) and complete copies of all amendments and modifications thereto and (z) certification of the Company that, immediately before and after giving effect to such Refinery Borrowing Base Reduction, no Overadvance shall exist; (ii) Agent shall have received an updated Borrowing Base Certificate prepared as of the Incremental Commitments, close of business of (A) if the representations Hydrocracker Disposition is consummated prior to November 15, 2021, September 2021 and warranties contained (B) otherwise, October 2021, in Article V each case, after giving pro forma effect to the Refinery Borrowing Base Reduction, in form and substance reasonably acceptable to Agent; (i) At least 75% of the Credit Agreement consideration paid to the Borrowers in connection with the Hydrocracker Disposition shall be in cash or Cash Equivalents, such payment shall be effected concurrently therewith and shall be in an amount not less than the other Loan Documents are true and correct on and as fair market value of the Amendment Effective Date, except Hydrocracker and to the extent that such Hydrocracker Disposition results in the Facility Usage exceeding the Aggregate Borrowing Base after giving effect thereto, Borrowers shall, prior to or concurrently with such consummation, repay the Obligations in an amount sufficient to eliminate such excess and (ii) Obligors agree to apply all Net Cash Proceeds of such Hydrocracker Disposition in compliance with clause (vi) of the proviso to Section 9.2.5 of the Credit Agreement; (iv) MLP Parent shall have (i) received certified copies of the articles of incorporation and bylaws of Montana Holdings and Montana Renewables and (ii) designated Montana Holdings as an Unrestricted Subsidiary in accordance with the terms and conditions set forth in the Credit Agreement and as an Unrestricted Subsidiary (as defined under, and in accordance with the terms and conditions set forth in, any Senior Notes Indenture, the Senior Secured Notes Indenture and any Refinancing Indebtedness of any of the foregoing); (v) (i) Availability (A) at all times during the 30-day period preceding the Hydrocracker Disposition and (B) on the date of such Hydrocracker Disposition and after giving effect thereto (including any reduction in the Aggregate Borrowing Base to result therefrom), in each case, on a Pro Forma Basis, shall be greater than or equal to the sum of (x) 15% of the Borrowing Base then in effect plus (y) the amount of any FILO Loans outstanding on a Pro Forma Basis and (ii) if Availability as referred to in (i)(A) or (B) above is less than the sum of (x) 22.5% of the Borrowing Base then in effect, plus (y) the amount of any FILO Loans outstanding on a Pro Forma Basis (which Availability under clause (i)(A) above shall be, for purposes of this clause (B) only, calculated on an average basis for such 30-day period), Borrower Agent shall have delivered to Agent a certificate demonstrating, based on adjustments made in good faith using reasonable assumptions, that, upon and after giving effect to such Hydrocracker Disposition, the Fixed Charge Coverage Ratio on a Pro Forma Basis would be at least 1.0 to 1.0; (vi) No Default or Event of Default exists at the time of the Hydrocracker Disposition or will arise as a result thereof; (vii) The representations and warranties specifically refer to an earlier date, in which case they are Section 4(a) and Section 4(b) shall be true and correct as of the Second Effective Date and Agent shall have received a certificate or certificates executed by a Senior Officer of each Borrower or MLP General Partner as of the Second Effective Date, in form and substance satisfactory to Agent, stating that such earlier dateconditions and the conditions in the immediately preceding clauses (b)(i), and except that(b)(ii), the representations and warranties contained in subsections (ab)(iii), (b)(iv), (b)(v) and (bb)(vi) are satisfied; (viii) Borrowers shall have paid all reasonable out-of-pocket costs and expenses of Agent (including the reasonable fees and expenses of counsel for Agent) to the extent that the Borrower Agent has received an invoice therefor at least two Business Days prior to the Second Effective Date (without prejudice to any post-closing settlement of such fees, costs and expenses to the extent not so invoiced); and (ix) Agent shall have received such documentation and other information as has been reasonably requested by Agent in connection with this Consent and Amendment and the transactions contemplated hereby. Without limiting the generality of the provisions of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 11.3 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Consent and (B) no Default exists; and (iv) such Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer matter required thereunder to be consented to or any approved by or acceptable or satisfactory to a Lender shall reasonably request; (b) the Company unless Agent shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining received notice from such Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment First Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses)specifying its objection thereto.

Effectiveness; Conditions Precedent. This Amendment and the amendments to the Credit Agreement herein provided shall become effective on the first date on which each of the following conditions have been satisfied or waived (such date, the “Fourth Amendment Effective Date”) upon satisfaction of the following conditions precedent:): (a) this Agreement shall have been executed by the Administrative Agent, the Loan Parties and the Signatory Lender (such execution not to be unreasonably delayed or waived) and the Administrative Agent shall have received counterparts to each which, when taken together, bear the signatures of each of the other parties hereto; (b) the Waiver Effective Date (as defined in the Waiver) shall have occurred; (i) all OpCo Senior Loans, in the aggregate amount of $337,600,000, shall have been fully funded and (ii) the Administrative Agent shall have received:received the executed OpCo Senior Eighth Amendment; (d) substantially concurrently with the Fourth Amendment Effective Date, (i) counterparts the Lender hall have been granted Class C Units on the terms set forth in the Borrower LLC Agreement (such Class C Units, the “HoldCo Equity Kicker”) so that the Lender holds Class C Units equal to the amount of this Amendment, duly executed the Loan made under the Credit Agreement by each Borrower, Bank of America, as Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line the Lender on the Fourth Amendment Effective Date; (ii) the Lender and L/C Issuer, each Guarantor, each Joining Lender and Borrower shall have agreed in writing as to the Required Lenders (including each Existing Lender which is increasing its overall Commitment portion of such Loan allocated to the purchase of the corresponding HoldCo Equity Kicker as required pursuant to Section 2.23 2.01(e) of the Credit Agreement); (ii) such Notes as may be requested by the Joining Lenders; ; and (iii) evidence the Lender shall have received a duly executed and delivered amendment to the Borrower LLC Agreement, including an amended Schedule I thereto to account for the issuance of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party HoldCo Equity Kicker to the Credit Agreement and/or the other Loan DocumentsLender, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and form attached hereto as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all fees and expenses payable to the Administrative Agent and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).Exhibit C.

Effectiveness; Conditions Precedent. This Amendment Agreement and the amendments to the Credit Agreement herein provided shall become effective at the time (the “Amendment Effective No.2 Effectiveness Date”) upon satisfaction when each of the following conditions precedenthas been satisfied: (a) the Administrative Agent shall have received: (i) received counterparts of this AmendmentAgreement, duly executed by each Borrower, Bank of America, as Administrative Agent, Revolving New Vehicle Swing Line Lender, New Lender and Used Vehicle Swing Line Lender, Used Vehicle each Guarantor and Lenders constituting Required Lenders; (b) either prior to or substantially simultaneously with the effectiveness of this Agreement, the proposed Amendment No. 2 to Second Amended and Restated Credit Agreement dated as of July 8, 2011 (as amended, restated, or modified from time to time, the “Revolving Credit Agreement”) among the Company, the lenders parties thereto, and Bank of America, N.A., as administrative agent, Revolving Swing Line Lender and L/C IssuerIssuer shall have become effective; (c) either prior to or substantially simultaneously with the effectiveness of this Agreement, each Guarantor, each Joining Lender at least Required Lenders and the Required Lenders (including each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of as defined in the Revolving Credit Agreement); (ii) shall have acknowledged that such Notes lenders do not object to the internal control event described in that certain notice letter dated as may be requested of March 5, 2013 provided by the Joining Company to the Lenders; (iiid) evidence all fees payable to the Administrative Agent for the benefit of the authority and capacity of the Company and the other Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, that the Organization Documents of such Loan Party have not been amended or otherwise modified since the effective date of the Credit Agreement, or the effective date of the Joinder Agreement Lenders consenting hereto pursuant to which such Loan Party became a party to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect to the Incremental Commitments, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and that certain fee letter dated as of the Amendment Effective DateMarch 14, except to the extent that such representations and warranties specifically refer to an earlier date, 2013 shall have been paid in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default existsfull; and (iv) such other documents, instruments, opinions, certifications, undertakings, further assurances and other matters as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall reasonably request; (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (ce) all other fees and expenses payable to the Administrative Agent Agent, the Arranger and the Lenders (including the fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date date hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

Effectiveness; Conditions Precedent. This The effectiveness of this Amendment and the amendments amendment to the Credit Agreement herein provided shall become effective (in Paragraph 1 hereof are subject to the “Amendment Effective Date”) upon satisfaction of each the following conditions precedent: (a) the The Administrative Agent shall have receivedreceived each of the following fees, payments, documents or instruments in form and substance reasonably acceptable to the Administrative Agent: (i) counterparts of this Amendment, duly executed by each the Borrower, Bank of America, as the Administrative Agent, Revolving Swing Line Lender, New Vehicle Swing Line Lender, Used Vehicle Swing Line Lender and L/C Issuer, each Guarantor, each Joining Lender Guarantor and the Required Lenders Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of four (4) original signature pages by each Existing Lender which is increasing its overall Commitment pursuant to Section 2.23 of Person party hereto unless waived by the Credit Agreement)Administrative Agent; (ii) an amendment fee payable to each Lender that executes this Amendment by 5:00 p.m. EST on June 16, 2009, such Notes as may be requested amendment fee for each Lender’s own account, in an amount equal to (A) for each such Revolving Lender, an amount equal to fifty basis points (50 “bps”) multiplied by such Revolving Lender’s Revolving Credit Commitment immediately prior to the Joining LendersAmendment Date, (B) for each Term Loan A Lender, an amount equal to fifty basis points (50 “bps”) multiplied by such Term Loan A Lender’s Outstanding Amount with respect to the Term Loan A immediately prior to the Amendment Date, and (C) for each Term Loan B Lender, an amount equal to fifty basis points (50 “bps”) multiplied by such Term Loan B Lender’s Outstanding Amount with respect to the Term Loan B immediately prior to the Amendment Date; (iii) evidence prepayments of principal amounts under (a) the authority and capacity of the Company and the other Term Loan Parties to execute, deliver and perform its obligations under the Loan Documents as amended hereby, including, (x) a true and complete copy of resolutions approving the amendments contemplated hereby, (y) a certification, executed by each Loan Party, A Facility such that the Organization Documents of Outstanding Amount with respect to the Term Loan A Facility is not greater than $120,408,000 and (b) the Term Loan B Facility such that the Outstanding Amount with respect to the Term Loan Party have B Facility is not been amended or otherwise modified since greater than $445,257,640, in each case in accordance with the effective date terms of the Credit Agreement, or the effective date of the Joinder Agreement pursuant to which such Loan Party became a party ; (iv) evidence satisfactory to the Credit Agreement and/or the other Loan Documents, as applicable, or in the alternative, attaching true and complete copies of all amendments and modifications thereto and (z) certification of the Company that, before and after giving effect Administrative Agent that any Outstanding Amounts with respect to Swing Line Loans shall have been repaid to the Incremental Commitments, (A) Swing Line Lender by the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default existsBorrower; and (ivv) satisfactory customary opinions of counsel to the Borrower and such other documentscorporate resolutions, instrumentscharters, opinionsbylaws, certifications, undertakings, further assurances certificates and other matters customary closing documents as the Administrative Agent, the Revolving Swing Line Lender, the New Vehicle Swing Line Lender, the Used Vehicle Swing Line Lender, the L/C Issuer or any Lender shall Agent reasonably request;may require. (b) the Company shall have paid the fees in the amounts and at the times specified in the letter agreement, dated as of April 21, 2008, among the Company, the Administrative Agent and BAS (the “Amendment Fee Letter”) (including payment of a fee to the Administrative Agent on behalf of each Joining Lender and each Existing Lender increasing its Commitment equal to 0.05% times such Lender’s final Incremental Commitment as set forth on Schedule 2.01 attached hereto); and (c) all All fees and expenses payable to the Administrative Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative Agent) to the extent invoiced on or prior to the Amendment Effective Date shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).