Common use of Effectiveness of Amendments Clause in Contracts

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as set forth in such Section) shall be effective as of the first date (the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPO.

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as set forth in such Section) shall be effective as of the first date (the “Second First Amendment Effective Date”) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower Borrowers dated the Second First Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second First Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (gf) Borrower Company shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 5:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans)Revolving Exposure, which amendment fee shall be payable concurrently with the consummation of the Qualifying IPO.

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as The amendments to the Indenture set forth in such Section) Section 2 hereof shall be become effective as of the first date (such date, the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfiedthat: (a) The Administrative Agent the Trustee shall have received a counterpart signature page counterparts of this Amendment duly executed by each the Trustee, the Issuer, the Parent Guarantor, the Collateral Agent and all the Holders of the Credit Parties and the Requisite Lendersthen outstanding Securities; (b) The Administrative Agent the Issuer shall have received a certificate signed by irrevocably deposited or caused to be irrevocably deposited with the chief financial officer Trustee (no later than two Business Days after the date of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or to the account specified on Exhibit A attached hereto an Event amount equal to $41,443,678.00 (the “Initial Repurchase Amount”), to be held in escrow by the Trustee for the sole purpose of Defaulteffectuating the Initial Repurchase (as defined below); (c) The Administrative Agent the Issuer shall have received all fees required to be paidpaid (no later than two Business Days after the date of this Amendment) the actual, reasonable and all expenses for which invoices have been presented (including the reasonable documented fees and expenses of legal the Trustee associated with the negotiation and performance of this Amendment in the amount of $1,500.00 per the wire instructions provided by the Trustee to the Company in writing prior to the execution of this Amendment, and the actual, reasonable and documented fees of its counsel), Sxxxxxx & Gxxxxxx LLP, in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory amount of $18,920.00 per the wire instructions provided by Sxxxxxx & Gxxxxxx LLP to the Administrative Agent);Company in writing prior to the execution of this Amendment; and (d) a Qualifying IPO the Issuer shall have occurred; paid (eno later than two Business Days after the date of this Amendment) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making actual, reasonable and documented fees and expenses of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory counsel to the Administrative Agent; and (g) Borrower shall payHolders, to each Lender executing this Amendment on or before April 16Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, 2010 in the amount of $194,500.50 per the wire instructions provided by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP to the making Company in writing prior to the execution of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOthis Amendment.

Effectiveness of Amendments. This The amendments contained in this Amendment shall become effective provided the Agent shall have received at least five (other than Section 6 hereof which shall be effective as set forth in such Section5) shall be effective as counterparts of this Amendment, duly executed by the first date (the “Second Amendment Effective Date”) on which Company and all of the following conditions precedent Lenders, and the Agent shall have been satisfiedreceived the following, each duly executed or certified: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment This Amendment, the Second Amended and Restated Promissory Note (Warehousing Note) to U.S. Bank National Association, the Amended and Restated Promissory Note (Warehousing Note) to Residential Funding Corporation and the Second Amended and Restated Swingline Note to U.S. Bank National Association, in each case duly executed by each of the Credit Parties and the Requisite Lenders;Company. (b) The Administrative Agent shall have received A copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Company since true and accurate copies of the same were delivered to the Lender with a certificate signed by of the chief financial Secretary of the Company dated September 29, 2000, and (ii) identifying each officer of the Borrower dated Company authorized to execute this Amendment, the Second Amendment Effective DateAmended and Restated Promissory Note (Warehousing Note) to U.S. Bank National Association, certifying the Amended and Restated Promissory Note (AWarehousing Note) that the representations to Residential Funding Corporation and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date Amended and (B) that no event shall have occurred Restated Swingline Note to U.S. Bank National Association and be continuing any other instrument or would result from agreement executed by the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), Company in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. (c) Certified copies of all documents evidencing any necessary corporate action, consent or shall have made arrangements for the payment thereof satisfactory governmental or regulatory approval (if any) with respect to the Administrative Agent);this Amendment. (d) a Qualifying IPO shall have occurred;The Consent and Reaffirmation of Guaranty, duly executed by the Guarantor. (e) Borrower shall have delivered or cause A written opinion, addressed to be delivered any legal opinions or other documents requested by Administrative the Agent connection with and the making Lenders, dated the date hereof and in a form satisfactory to the Agent, concerning the authorization, execution, delivery, performance and enforceability of the Additional Term Loans;Amendment Documents executed by the Borrower. (f) Each Credit Party The Company shall have delivered a solvency certificate in form satisfied such other conditions as specified by the Agent and substance satisfactory to the Administrative Agent; and (g) Borrower shall payLenders, to each Lender executing including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently in connection with the consummation of Credit Agreement and the Qualifying IPOAmendment Documents.

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as The amendments set forth in such Section) above shall be become effective as of on the date first date written above (the “Second Fourth Amendment Effective Date”) if on which all of or before such date the following conditions precedent have been satisfied: (a) The this Amendment shall have been executed by the Borrowers, the Lenders and the Administrative Agent, and counterparts hereof as so executed shall have been delivered to the Administrative Agent; (b) the Guarantor Acknowledgment attached hereto shall have been executed by each Loan Guarantor, and counterparts thereof as so executed shall have been delivered to the Administrative Agent; (c) the Borrowers shall have paid to the Administrative Agent, for the account of each Lender signing this Amendment on or prior to the date hereof, an amendment fee in an amount equal to the product of (i) twenty-five basis points times (ii) such Lender’s Commitment; (d) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Datean amendment, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Lenders, to (i) the WPC Revolving Credit Agreement executed by the Administrative AgentAgent (as defined therein) and the requisite number of Lenders (as defined therein) required thereunder and (ii) the WPC Term Loan Agreement executed by the Administrative Agent (as defined therein) and the requisite number of Lenders (as defined therein) required thereunder; (e) the Borrowers shall have paid all legal fees and expenses of counsel to the Administrative Agent (i.e., Winston & Xxxxxx LLP) that have been invoiced on or prior to the date hereof; and (gf) Borrower the Administrative Agent shall payhave received such other documents as the Administrative Agent, to each the Co-Collateral Agents, the Issuing Bank, any Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOtheir respective counsel may have reasonably requested.

Effectiveness of Amendments. This The amendments contained in this Amendment (other than Section 6 hereof which shall be become effective as set forth in such Section) upon delivery by the Borrowers of, and compliance by the Borrowers with, the following: 3.1 The Bank shall be effective as have received this Amendment executed by duly authorized officers of the first date (the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied:Borrowers. (a) 3.2 The Administrative Agent Bank shall have received a counterpart signature page Second Restated Revolving Note in the form of this Amendment Exhibit A hereto, duly executed by the Borrowers (the "New Note"), which shall replace the existing Restated Revolving Note evidencing the Borrowers' Obligations. 3.3 The Bank shall have received Reaffirmations of Security Agreement, in the form of Exhibits E, F, G hereto and executed by PAG, PAII and PASI, respectively. 3.4 The Bank shall have received Reaffirmations of Pledge Agreement, in the form of Exhibits H and I hereto, executed by the Borrowers. 3.5 The Bank shall have received a Reaffirmation of Guaranty, in the form of Exhibit J hereto, executed by PAII. 3.6 The Bank shall have received copies of the corporate resolutions of the Borrowers authorizing the execution, delivery and performance of this Amendment, the New Note and reaffirmations to which each of them is a party, certified as of the date hereof by the respective Secretary or an Assistant Secretary of each of the Credit Parties Borrowers. 3.7 The Bank shall have received copies of the corporate resolutions of PAII and PASI authorizing the Requisite Lenders;execution, delivery and performance of the reaffirmations to which each of them is a party, certified as of the date hereof by the respective Secretary or an Assistant Secretary of PAII and PASI. (b) 3.8 The Administrative Agent Bank shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective DateSecretary of each Borrower, PAII and PASI, respectively, certifying (A) that there has been no change in the representations and warranties contained in Section 4 Articles of this Amendment are true and correct as Incorporation or bylaws of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPOeach respective entity since July 31, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default;1997. (c) 3.9 The Administrative Agent Bank shall have received a written opinion of Bxxxx Xxxx LLP, counsel to the Borrowers, PAII and PASI, addressed to the Bank and dated the date hereof, covering the matters set forth in Exhibit K hereto. 3.10 The Bank shall have received certificates of good standing for the Borrowers from the Secretary of State of Delaware and in each state in which such entities transact business as of a current date. 3.12 The Borrowers shall have satisfied such other conditions as specified by the Bank, including payment of all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable unpaid legal fees and expenses incurred by the Bank through the date of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOAmendment.

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as The amendments set forth in such Section) above shall be become effective as of on the date first date written above (the “Second Fifth Amendment Effective Date”) if on which all of or before such date the following conditions precedent have been satisfied: (a) The this Amendment shall have been executed by the Borrowers, the Lenders and the Administrative Agent, and counterparts hereof as so executed shall have been delivered to the Administrative Agent; (b) the Guarantor Acknowledgment attached hereto shall have been executed by each Loan Guarantor, and counterparts thereof as so executed shall have been delivered to the Administrative Agent; (c) the Borrowers shall have paid to the Administrative Agent, for the pro rata benefit of each Lender signing this Amendment on or prior to the date hereof, an amendment fee in an aggregate amount of $150,000; (d) the Administrative Agent shall have received a counterpart signature page full executed copy of this Amendment duly executed by the Term Loan Agreement and each of the Credit Parties and other Loan Documents (as defined in the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counselTerm Loan Agreement), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to Administrative Agent; (e) the Administrative AgentAgent shall have received the Intercreditor Agreement executed and delivered by each party thereto; (f) the Administrative Agent shall have received the Mortgages duly executed by the appropriate Loan Party; (g) the Borrowers shall have paid all legal fees and expenses of counsel to the Administrative Agent (i.e., Winston & Xxxxxx LLP) that have been invoiced on or prior to the date hereof; and (gh) Borrower the Administrative Agent shall payhave received such other documents as the Administrative Agent, to each the Co-Collateral Agents, the Issuing Bank, any Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOtheir respective counsel may have reasonably requested.

Effectiveness of Amendments. This The amendments contained in this Amendment (other than Section 6 hereof which shall be become effective as set forth in such Section) shall be effective as of the first date (the “Second Amendment Effective Date”) on which all upon delivery of the following conditions precedent have been satisfied:to the Lender. (a) The Administrative Agent shall have received a counterpart signature page 3.1 This Amendment, duly executed by the Borrower and the Lender. 3.2 A copy of the resolutions of the Board of Directors of the Borrower showing the most recent election or appointment, as the case may be, of the Chairman of the Board and President of the Borrower, and resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment duly executed certified as true and accurate by each its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Credit Parties Borrower since true and accurate copies of the Requisite Lenders; (b) The Administrative Agent shall have received same were delivered to the Lender with a certificate signed by of the chief financial Secretary of the Borrower dated April 21, 1994; and (ii) identifying each officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of authorized to execute this Amendment are true and correct as of any other instrument or agreement executed by the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), Borrower in connection with this Amendment (or shall have made arrangements for collectively, the payment thereof satisfactory "Amendment Documents"), and certifying as to the Administrative Agent);specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. (d) a Qualifying IPO shall have occurred; (e) 3.3 The Borrower shall have delivered paid to the Lender $2,000.00 of the $8,000.00 amendment fee for this Amendment. 3.4 The Borrower shall have received proceeds of not less than $600,000 from new Subordinated Debt owed to the [Subordinated Lenders], which Subordinated Debt shall be on terms acceptable to the Lender including, without limitation, the requirement that no such new Subordinated Debt shall be paid prior to February 1, 1995 or cause at any time an Event of Default or Unmatured Event of Default has occurred and is continuing, and such proceeds shall be deposited to be delivered any the Lender immediately upon receipt by the Borrower. 3.5 The Borrower shall have satisfied such other conditions as reasonably specified by the Lender or counsel to the Lender, including payment of all unpaid legal opinions or other documents requested fees and expenses incurred by Administrative Agent the Lender through the date of this Amendment in connection with the making of Credit Agreement or the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPODocuments.

Effectiveness of Amendments. This Amendment The amendments to the Agreement and the Original Notes contemplated by Section 2 hereof shall (other than in accordance with Section 6 hereof which shall be effective as set forth in such Section10.5(a) shall be effective as of the first date (Agreement) become effective, if at all, at such time as all of the “holders of the Original Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Second Amendment Effective Date”) on which Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent have been satisfiedconditions: (a) The Administrative Agent This Second Amendment shall have received a counterpart signature page of this Amendment duly been executed and delivered by the Company and each of the Credit Parties and holders of the Requisite Lenders;Original Notes. (b) The Administrative Agent shall have received a certificate execution, delivery and effectiveness of an agreement, signed by the chief financial officer Company and the requisite holders of the Borrower Company's 8.87% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the Second Amendment Effective Date, certifying (A) that the representations and warranties contained amendments set forth in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default;2 hereof. (c) The Administrative Agent shall have received all fees required execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's 7.77% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing amendments to be paid, such Note Purchase Agreements and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), such Notes identical in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory substance to the Administrative Agent);amendments set forth in Section 2 hereof. (d) a Qualifying IPO The holders of Notes shall have occurred;received from the Company a certificate of a Senior Officer, dated the effective date of this Second Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Second Amendment and the transactions contemplated hereby. (e) Borrower The Company's legal counsel shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with an opinion, dated the making effective date of this Second Amendment, substantially in the Additional Term Loans;form attached as Attachment 4 hereto. (f) Each Credit Party The Company shall have delivered a solvency certificate in form paid the statement for reasonable fees and substance satisfactory disbursements of Xxxx & Xxxxxx, your special counsel, and Xxxxxx & Xxxxxx, special counsel solely to The Guardian Life Insurance Company of America, presented to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment Company on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect prior to the making effective date of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOthis Second Amendment.

Effectiveness of Amendments. This Amendment If no objections to the amendment are raised during the second fifteen (other than Section 6 hereof which shall 15) day comment period (provided for in paragraph D above), or the conference call (provided for in paragraph E above), amendment signature pages will be distributed to all parties to this Agreement. 1. Amendments to the Agreement will become effective as set forth follows: a. Data Use/Disclosure Amendment: Any proposed amendment that changes the permitted uses and disclosures of SWIS Wage Data in Section IX and related provisions of other sections of the Agreement (identified in the amendment proposal) (all such Sectionrelated text amendments together are a “Data Use/Disclosure Amendment”) shall be effective come into effect initially as described in (i) below for the parties described in (i) and for purposes of PACIAs’ Section IX authorization only within the states whose PACIAs have all signed, delivered and thus joined the amended version of the first date Agreement. The PACIAs of all other states will become party to the amended Agreement on a state-by-state basis as described in (the “Second ii) below. (i) Data Use/Disclosure Amendment Effective Date”: A Data Use/Disclosure Amendment will become effective for all signed parties when ETA, OCTAE, OSERS/RSA, the ICON Grantee, all SUIAs that are party to the Agreement, and all PACIAs from at least one state have signed and delivered the amendment signature page; provided that the authorization for PACIAs to carry out the amended Section IX provisions shall only come into effect for PACIAs in such state(s) on which whose PACIAs have all signed and delivered such amendment. (ii) Additional PACIAs Join Data Use/Disclosure Amendment State-by-State: A XXXXX will be deemed a party to the amended version of the following conditions precedent have been satisfied:Agreement with authorization to carry out the amended Section IX provisions only after (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained such amendment becomes effective as described above in Section 4 (i) of this Amendment are true and correct as of the Second Amendment Effective Date subsection, and (B) that no event shall all PACIAs within such XXXXX’x state have occurred signed and be continuing or would result from delivered the consummation signature page for such amendment. Until a XXXXX becomes a party to the amended version of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect Agreement pursuant to this Amendmentsubsection, such XXXXX shall remain a party to the Agreement (without the amended terms) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees unamended Section IX data use and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOdisclosure terms.

Effectiveness of Amendments. This Amendment If no objections to the amendment are raised during the second fifteen (other than Section 6 hereof which shall 15) day comment period (provided for in paragraph D above), or the conference call (provided for in paragraph E above), amendment signature pages will be distributed to all parties to this Agreement. 1. Amendments to the Agreement will become effective as set forth follows: a. Data Use/Disclosure Amendment: Any proposed amendment that changes the permitted uses and disclosures of SWIS Wage Data in Section IX and related provisions of other sections of the Agreement (identified in the amendment proposal) (all such Sectionrelated text amendments together are a “Data Use/Disclosure Amendment”) shall be effective come into effect initially as described in (i) below for the parties described in (i) and for purposes of PACIAs’ Section IX authorization only within the states whose PACIAs have all signed, delivered and thus joined the amended version of the first date Agreement. The PACIAs of all other states will become party to the amended Agreement on a state-by-state basis as described in (the “Second ii) below. i. Data Use/Disclosure Amendment Effective Date”: A Data Use/Disclosure Amendment will become effective for all signed parties when ETA, OCTAE, OSERS/RSA, the ICON Grantee, all SUIAs that are party to the Agreement, and all PACIAs from at least one state have signed and delivered the amendment signature page; provided that the authorization for PACIAs to carry out the amended Section IX provisions shall only come into effect for PACIAs in such state(s) on which whose PACIAs have all signed and delivered such amendment. ii. Additional PACIAs Join Data Use/Disclosure Amendment State- by-State: A XXXXX will be deemed a party to the amended version of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of Agreement with authorization to carry out the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying amended Section IX provisions only after (A) that the representations and warranties contained such amendment becomes effective as described above in Section 4 (i) of this Amendment are true and correct as of the Second Amendment Effective Date subsection, and (B) that no event shall all PACIAs within such XXXXX’x state have occurred signed and be continuing or would result from delivered the consummation signature page for such amendment. Until a XXXXX becomes a party to the amended version of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect Agreement pursuant to this Amendmentsubsection, such XXXXX shall remain a party to the Agreement (without the amended terms) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees unamended Section IX data use and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOdisclosure terms.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following: 4.1 This Amendment and two new Revolving Notes payable to U.S. Bank National Association, in its capacity as a Bank, and The Northern Trust Company, each in the principal amount of $5,000,000 in the form of Exhibit 4.1 hereto (other than Section 6 hereof which shall be effective as set forth in such Sectionthe "Revolving Notes") shall be effective as duly executed by the Borrower. 4.2 A copy of the first date (the “Second Amendment Effective Date”) on which all resolutions of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment duly executed and the Revolving Notes certified as true and accurate by each its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Credit Parties Borrower since true and accurate copies of the Requisite Lenders; (b) The Administrative Agent shall have received same were delivered to the Lender with a certificate signed by of the chief financial Secretary of the Borrower dated October 30, 1998, and (ii) identifying each officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of authorized to execute this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPOAmendment, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paidRevolving Notes, and all expenses for which invoices have been presented (including any other instrument or agreement executed by the reasonable fees and expenses of legal counsel), Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 4.3 A certificate of an officer of the Borrower certifying that, as of the date hereof, no Lien granted by or shall have made arrangements Indebtedness owing by the Borrower exceeds that permitted under the related financial covenants in the Senior Unsecured Loan Documents. 4.4 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 4.5 An opinion of counsel to the Borrower in the form of Exhibit 4.4 attached to this Amendment, duly executed by said counsel. 4.6 A copy of the Second Fee Letter, dated as of the date hereof, duly executed by the Borrower. 4.7 A good standing certificate for the payment thereof satisfactory Borrower from the States of Delaware, Wisconsin, California, Oregon, and Georgia issued not more than 30 days prior to the Administrative Agent);date of this Amendment. (d) a Qualifying IPO shall have occurred;4.8 All fees, costs and expenses due and payable pursuant to the Second Fee Letter, payable in Immediately Available Funds on the date hereof. (e) 4.9 The Borrower shall have delivered or cause to be delivered any satisfied such other conditions as specified by the Agent and the Banks, including payment of all unpaid legal opinions or other documents requested fees and expenses incurred by Administrative the Agent through the date of this Amendment in connection with the making of Credit Agreement and the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPODocuments.

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as The amendments set forth in such Section) above shall be become effective as of on the date first date written above (the “Second Third Amendment Effective Date”) if on which all of or before such date the following conditions precedent have been satisfied: (a) The this Amendment shall have been executed by the Borrowers, the Lenders and the Administrative Agent, and counterparts hereof as so executed shall have been delivered to the Administrative Agent; (b) the Guarantor Acknowledgment attached hereto shall have been executed by each Loan Guarantor, and counterparts thereof as so executed shall have been delivered to the Administrative Agent; (c) the Borrowers shall have paid to the Administrative Agent, for the account of each Lender signing this Amendment on or prior to the date hereof, an amendment fee in an amount equal to the product of (i) five basis points times (ii) such Lender’s Commitment; (d) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Datean amendment, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Lenders, to the WPC Revolving Credit Agreement executed by the Administrative AgentAgent (as defined therein) and the requisite number of Lenders (as defined therein) required thereunder; (e) the Borrowers shall have paid all legal fees and expenses of counsel (i) to the Administrative Agent (i.e., Xxxxx Day) and (ii) to General Electric Capital Corporation (i.e., Winston & Xxxxxx LLP), in each case, that have been invoiced on or prior to the date hereof; and (gf) Borrower the Administrative Agent shall payhave received such other documents as the Administrative Agent, to each the Co-Collateral Agents, the Issuing Bank, any Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOtheir respective counsel may have reasonably requested.

Effectiveness of Amendments. This Amendment (No amendment or waiver of any provision of this Agreement or any other than Section 6 hereof which Loan Document, and no consent to any departure by the Borrower therefrom, shall be effective as unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: (i) waive any condition precedent set forth in such Section) shall be effective as of the first date (the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 without the written consent of this Amendment are true and correct as each Lender; (ii) extend or increase the Commitment of any Lender or require any Lender to participate in any increase in the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from Maximum Revolving Loan Commitment without the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% written consent of such Lender’s Term ; (iii) postpone any date fixed by this Agreement or any other Loan Exposure (before giving effect Document for any payment of principal, interest, fees or other amounts due to the making Lenders hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment; (iv) reduce the principal of, or the rate of interest specified herein on, any Revolving Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; (v) amend this Agreement so as to alter the definition of “Share” or the pro rata sharing of payments required hereby without the written consent of each Lender; (vi) change any provision of this Section 11 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; (vii) amend the definition of Borrowing Base or Eligible Mortgage Loan without the written consent of each Lender if such amendment would increase the amount available to be borrowed under the Revolving Line of Credit; (viii) change the definition of Expiration Date without the written consent of each Lender; (ix) release any material amount of the Collateral without the written consent of each Lender, except that the Administrative Agent may release its Lien on Collateral without the consent of the Required Lenders or any Lender as provided in Section 2.9(c) and Section 6.6; or (x) impose any greater restriction on the ability of any Additional Term Loans)Lender to assign any of its rights or obligations hereunder without the written consent of such Lender. Notwithstanding the foregoing limitations on amendments and waivers without the consent of all or all affected Lenders, which amendment fee only the consent of the Required Lenders shall be payable concurrently with necessary to amend the consummation definition of the Qualifying IPO“Default Rate”.

Effectiveness of Amendments. This Amendment (other than Section 6 shall become effective on the date hereof which shall be effective as set forth in such Section) shall be effective as of the first date (the “Second Amendment Effective Date”) on which all upon satisfaction of the following conditions precedent have been satisfied:(the date of satisfaction of such conditions precedent, the “Amendment Effective Date”): (a) The Administrative the Agent shall have received from each of the Borrower and the Required Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include facsimile transmission or a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment. This Amendment duly executed by shall bind each party’s successors and assigns, including any Person to whom any Lender party hereto assigns any of its interests, rights and obligations under the Existing Credit Parties and the Requisite LendersAgreement; (b) The Administrative the Agent shall have received a certificate signed by an amendment fee for the chief financial officer account of the Borrower dated the Second Amendment Effective Date, certifying (A) each Lender that the representations and warranties contained in Section 4 of consents to this Amendment are true and correct as of on or prior to the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation in an amount equal to 0.25% of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Defaultsuch Lender’s Commitment; (c) The Administrative the Agent shall have received from the Borrower all fees expenses required to be paid, and all expenses paid by the Borrower for which invoices have been presented at least three Business Days prior to the Amendment Effective Date or such later date as the Borrower may agree (including the documented reasonable fees and expenses of legal counsel), in connection with this each case on or before the Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent);Effective Date; and (d) a Qualifying IPO the Agent shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested received an officer’s certificate signed by Administrative Agent connection with the making a Responsible Officer of the Additional Term Loans; Borrower certifying that the representations and warranties in Article 3 of the Existing Credit Agreement are true and correct in all material respects on and as of the Amendment Effective Date, provided that (fi) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, extent that any such representation or warranty expressly relates to each Lender executing this Amendment on an earlier date such representation or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% warranty will be true as of such Lender’s Term Loan Exposure earlier date and (before giving effect ii) if such representation or warranty is qualified by or subject to the making of any Additional Term Loans)a “material respects”, which amendment fee shall “material adverse effect”, “material adverse change” or similar term or qualification, such representation and warranty will be payable concurrently with the consummation of the Qualifying IPOtrue in all respects.

Effectiveness of Amendments. This The amendments contained in this Amendment (other than Section 6 hereof which shall be become effective as set forth in such Section) shall be effective as of provided the first date (the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page at least five (5) counterparts of this Amendment Amendment, duly executed by each the Company and all of the Credit Parties Lenders, and the Requisite Lenders; (b) The Administrative Agent shall have received the following, each duly executed or certified: 7.1 This Amendment, duly executed by the Borrower. 7.2 The Amended and Restated Note, duly executed by the Borrower. 7.3 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Borrower since true and accurate copies of the same were delivered to the Lender with a certificate signed by of the chief financial Secretary of the Borrower dated September 29, 2000, and (ii) identifying each officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of authorized to execute this Amendment are true and correct as of any other instrument or agreement executed by the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 7.4 Certified copies of all documents evidencing any necessary corporate action, consent or shall have made arrangements for governmental or regulatory approval (if any) with respect to this Amendment. 7.5 The Consent and Reaffirmation of Guaranty, duly executed by the payment thereof Guarantor. 7.6 The Amended and Restated Swingline Note, duly executed by the Borrower. 7.7 The Supplemental Fee Letter, duly executed by the Borrower. 7.8 A written opinion, addressed to the Lenders, dated the date hereof and in a form satisfactory to the Administrative Agent);, concerning the authorization, execution, delivery, performance and enforceability of the Amendment Documents executed by the Borrower and the Guaranty by the Guarantor. (d) a Qualifying IPO shall have occurred; (e) 7.9 The Borrower shall have delivered or cause to be delivered any satisfied such other conditions as specified by the Agent and the Lenders, including payment of all unpaid legal opinions or other documents requested fees and expenses incurred by Administrative the Agent through the date of this Amendment in connection with the making of Credit Agreement and the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPODocuments.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective (the “Effective Date”) upon delivery by the Borrowers of, and compliance by the Borrowers with, the following: 2.1 This Amendment Amendment, duly executed by the Borrowers. 2.2 A certificate executed by an officer or designated representative of a partner of each Borrower (other than Section 6 hereof which shall be effective i) certifying that, except as set forth in the certificate attached as Exhibit A, there has been no amendment to the Articles of Incorporation and Bylaws or Operating Agreement, as applicable, of such SectionBorrower since true and accurate copies of the same were delivered to the Banks with a certificate of a properly designated representative of such Borrower dated July 15, 2005, February 22, 2006 or June 15, 2007, as applicable, (ii) certifying that the resolutions previously delivered to the Banks with a certificate of a properly designated representative of such Borrower dated July 15, 2005, February 22, 2006 or June 15, 2007, as applicable, are still effective, and (iii) certifying that the individual signing the certificate is authorized to execute this Amendment and any other instrument or agreement executed by such Borrower in connection with this Amendment (collectively, the “Amendment Documents”), all in a form as set forth on Exhibit A hereto. 2.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment. 2.4 The Administrative Agent shall be effective have received the fees set forth in the separate letter agreement dated as of the first date (hereof between the “Second Amendment Effective Date”) on which all of Administrative Agent and the following conditions precedent have been satisfied:Borrowers’ Agent. (a) 2.5 The Administrative Agent shall have received a counterpart signature page closing fee equal to 0.50% of the Revolving Commitment Amount, as of the Effective Date, of each Bank which executes this Amendment. 2.6 The Borrowers shall have satisfied such other conditions as specified by the Agent, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this the Credit Agreement and the Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPODocuments.

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as set forth in such Section) shall be effective as The effectiveness of the first Amendments are subject to the satisfaction of the following conditions precedent (the date (upon which the Amendments become effective, the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied:): (a) The Administrative Agent shall have received a counterpart signature page the execution and delivery of this Amendment duly executed by each of the Credit Parties Borrowers, the Parent Guarantors, the Canadian Administrative Agent, the U.K. Administrative Agent, the Administrative Agent and the Requisite Required Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required and other amounts due and payable on or prior to be paidthe Second Amendment Effective Date, and including, all out-of-pocket expenses for which invoices have been presented (including the reasonable legal fees and expenses of legal counsel)Xxxxxx Xxxxxx & Xxxxxxx llp, in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory counsel to the Administrative Agent)) required to be reimbursed or paid by the Borrowers on or prior to the Second Amendment Effective Date hereunder or under any other Loan Document, in each case to the extent invoiced at least three (3) Business Days prior to the Second Amendment Effective Date; (c) No Unmatured Event of Default or Event of Default has occurred and is continuing; and (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making The representations and warranties of the Additional Term Loans; Borrowers and Parent Guarantors set forth in Section 3 hereof shall be true and correct in all material respects (fexcept that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects) Each Credit Party shall have delivered a solvency certificate in form on and substance satisfactory as of the Second Amendment Effective Date, except to the Administrative Agent; and extent such representations and warranties refer to an earlier date, in which case such representations and warranties are true and correct in all material respects (gexcept that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% as of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOearlier date.

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which shall be effective as set forth in such Section) shall be effective as of the first date (the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent Amendments shall become effective on such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") as the Companies and the Current Noteholders shall have received a counterpart signature page indicated their written consent to the Amendments by executing and delivering to each other counterparts of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders;Omnibus Amendment. (b) The willingness of the Current Noteholders to execute and deliver this Omnibus Amendment is conditioned upon the following: (i) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED XXXXXX CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and Xxxxxx Guaranty Trust Company of New York, as Administrative Agent Agent, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit C, (ii) the Second Priority Subsidiary Guarantee, dated as of June 12, 2000, among each of the Subsidiaries of Rite Aid parties thereto and Wilmington Trust Company, as collateral trustee, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit D, (iii) the other Transaction Documents (as that term is defined in the Amended Xxxxxx Credit Agreement) shall have been executed and delivered by the parties thereto, (iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment), (v) the Current Noteholders (or their special counsel) shall have received a certificate signed by the chief financial officer favorable opinion of the Borrower dated Chief Counsel or Assistant Chief Counsel for Rite Aid and the Second Amendment Effective DateOperating Subsidiaries and Skadden, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPOArps, the Qualifying Senior Notes RedemptionSlate, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each caseXxxxxxx & Xxxx LLP, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements special counsel for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate Companies, in form and substance satisfactory to the Administrative Agent; Current Noteholders, and (gvi) Borrower all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall pay, be reasonably satisfactory to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such Lender’s Term Loan Exposure documents and papers (before giving effect whether or not specifically referred to the making of any Additional Term Loans)above in this Section 5) as they may reasonably request in connection therewith, which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOin form and substance satisfactory to them.

Effectiveness of Amendments. This Amendment The amendments to the Agreement contemplated by Section 2 hereof shall (other than in accordance with Section 6 hereof which shall be effective as set forth in such Section10.5(a) shall be effective as of the first date Agreement) become effective (retroactive to December 1, 1999), if at all, at such time as the “Second Amendment Effective Date”) on which Company and the Required Holders of the Notes shall have indicated their written consent to such amendments by executing and delivering the applicable counterparts of this Fifth Amendment. It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Company to satisfy all of the following conditions precedent have been satisfiedconditions: (a) The Administrative Agent This Fifth Amendment shall have received a counterpart signature page of this Amendment duly been executed and delivered by the Company and each of the Credit Parties and Required Holders of the Requisite Lenders;Notes. (b) The Administrative Agent shall have received a certificate execution, delivery and effectiveness of an agreement, signed by the chief financial officer Company and the requisite holders of the Borrower Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the Second Amendment Effective Date, certifying (A) that the representations and warranties contained amendment set forth in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default;2 hereof. (c) The Administrative Agent shall have received all fees required execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Amended and Restated 9.49% EXHIBIT 4(e)(6) Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing an amendment to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), such Note Purchase Agreements identical in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory substance to the Administrative Agent);amendment set forth in Section 2 hereof. (d) a Qualifying IPO The Company shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with paid the making statement for reasonable fees and disbursements of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory Bingxxx Xxxx XXX, your special counsel, presented to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment Company on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect prior to the making effective date of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOthis Fifth Amendment.

Effectiveness of Amendments. This The effectiveness of this Amendment (other than and the amendments contained in Section 6 hereof 1 hereof) is subject to the truth and accuracy of the representations set forth in Sections 3 and 4 below and receipt by the Agent of each of the following, each of which shall be effective as set forth in such Section) shall be effective as of the first date (the “Second Amendment Effective Date”) on which all of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent: (i) Counterparts of this Amendment duly executed by the Borrower, the Agent and the Majority Banks; (ii) Evidence of the effectiveness (including fully executed copies) of an amendment to each of the Senior Note Agreements pursuant to which the parties thereto amend the applicable terms and provisions of the Senior Note Agreements consistent with the amendments herein to the extent applicable to the Senior Note Agreements; provided, however, that no such amendment to the Met Life Agreement shall be required if the Borrower shall have provided prior to the effective date of this Amendment evidence satisfactory to the Agent that either (a) the Borrower has formally and irrevocably notified the holders of the Met Life Notes that the Borrower will voluntarily prepay the Met Life Notes in full on or before January 31, 2008 in lieu of entering into such an amendment (in which case the Lenders hereby waive any Default or Event of Default which may be triggered by a default or event of default under the Met Life Agreement between January 1, 2008 and January 31, 2008) or (b) the necessary holders of the Met Life Notes shall have provided the Borrower with a waiver of any and all “Defaults” and/or “Events of Default” under the Met Life Agreement on and as of December 31, 2007 (including all financial covenants measured as of such date); provided, further that the parties hereto agree that it shall constitute an immediate Event of Default under the Credit Agreement if (x) the notice of voluntary prepayment of the Met Life Notes is provided to the Agent as described in clause (a) immediately above, but the Borrower does not so repay the holders of the Met Life Notes in full by January 31, 2008 or (y) on or before January 31, 2008, the Borrower shall not have either paid off the Met Life Notes in full or provided the Agent with evidence of the effectiveness (including fully executed copies) of an amendment (in form and substance acceptable to the Agent) to the Met Life Agreement pursuant to which the parties thereto amend the applicable terms and provisions of the Met Life Agreement consistent with the amendments herein to the extent applicable to the Met Life Agreement; (iii) Payment by the Borrower of all fees and expenses due and payable under that certain letter agreement dated December 5, 2007 between the Borrower and SunTrust Rxxxxxxx Xxxxxxxx, Inc.; and (giv) Borrower shall paySuch other documents, to each Lender executing this Amendment on agreements, instruments, certificates or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to other confirmations as the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOAgent may request.

Effectiveness of Amendments. This Amendment (other than Section 6 hereof which The amendments to the 1996 Credit Agreement embodied in this Agreement shall be become effective as set forth in such Section) shall be effective as only upon receipt by the Agent of the first date (the “Second Amendment Effective Date”) on which all of the following documents and other materials described below, with sufficient copies for the Lenders, and satisfaction of all of the other conditions precedent have been satisfiedset forth below, to wit: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Copies of the Credit Parties articles of incorporation of each Borrower, and a certificate of good standing, both certified by the Requisite Lenders;appropriate governmental officer in its jurisdiction of incorporation. (b) The Administrative Copies, certified by the Secretary or Assistant Secretary of each Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Documents. (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Borrower, which shall identify by name and title and bear the signature of the officers of each Borrower authorized to sign the Loan Documents and to make borrowings hereunder, upon which AMENDED AND RESTATED CREDIT AGREEMENT -39- 47 certificate the Agent and the Lenders shall have received a certificate be entitled to rely until informed of any change in writing by such Borrower. (d) A certificate, signed by the chief financial officer of each Borrower, stating that on the Borrower dated Effective Date no Default or Unmatured Default has occurred and is continuing. (e) A written opinion of the Second Amendment Effective DateBorrowers' counsel, certifying addressed to the Lenders, in substantially the form of Exhibit F hereto. (Af) that Notes payable to the representations order of each of the Lenders. (g) Written money transfer instructions, in substantially the form of Exhibit G hereto (to the extent required by the Agent), addressed to the Agent and warranties contained signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (h) The Collateral Documents duly executed on behalf of the Borrowers, as the case may be, or amendments thereto, confirming the continuing effectiveness of such documents, granting to the Lenders and the Agent the collateral and security intended to be provided pursuant to Section 2.22, together with (to the extent not previously delivered in Section 4 connection with the 1996 Credit Agreement): (i) Recordation, filing and other action (including payment of this Amendment are any applicable taxes or fees) in such jurisdictions as the Lenders or the Agent may deem necessary or appropriate with respect to the Security Documents, including the filing of financing statements and similar documents which the Lenders or the Agent may deem necessary or appropriate to create, preserve or perfect the liens, security interests and other rights intended to be granted to the Lenders or the Agent thereunder, together with Uniform Commercial Code record searches in such offices as the Lenders or the Agent may request; (ii) Policies of mortgage title insurance issued by an insurer and in amounts satisfactory to the Lenders and the Agent, insuring the interest of the Lenders and the Agent under the Mortgages without standard exceptions and without any special exceptions not acceptable to the Lenders and the Agent and containing such further endorsements, affirmative coverage and other terms as the Lenders and the Agent may request; (iii) Surveys of the property subject to the Mortgages made by a land surveyor licensed in the State in which such property is located and acceptable to the Lenders and the Agent complying with the Minimum Standard Detail Requirements for Land Title Surveys as adopted by the American Title Association and the American Congress on Surveying and Mapping and showing AMENDED AND RESTATED CREDIT AGREEMENT -40- 48 (iv) A schedule setting forth all real property leased by each Borrower, together with copies of the related leases, certified as true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation by a duly authorized officer of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paidsuch Borrower, and all expenses for which invoices have been presented (including the reasonable fees and expenses an agreement of legal counsel)each landlord under such leases, in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory acceptable to the Administrative Lenders and the Agent, waiving its distraint, lien and similar rights with respect to any property subject to the Security Documents and agreeing to permit the Lenders and the Agent to enter such premises in connection therewith; (v) Evidence that the casualty and other insurance required pursuant to the Loan Documents is in full force and effect; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPO.

Effectiveness of Amendments. This Second Amendment shall become effective upon delivery by the Borrowers of, and compliance by the Borrowers with, the following: 7.1 This Second Amendment, including the documents substantially in the same form as those set forth on Exhibits A, B, C and D, duly executed by each Borrower, Borrowers’ Agent, the Administrative Agent and Lenders. 7.2 A copy of the limited liability company or corporate resolutions of each Borrower authorizing the execution, delivery and performance of this Second Amendment certified as true and accurate by its Secretary or Assistant Secretary (or other appropriate officer), along with a certification by such Secretary, Assistant Secretary or officer (a) certifying that there has been no amendment to such Borrower’s organizational documents since true and accurate copies of the same were delivered to the Administrative Agent with a certificate of the Secretary of such Borrower dated April 30, 2007, and (b) identifying each officer of such Borrower authorized to execute this Second Amendment and any other instrument or agreement executed by such Borrower in connection with this Second Amendment (other than Section 6 hereof which shall be effective as set forth in such Section) shall be effective as of the first date (collectively, the “Second Amendment Effective DateDocuments”), and certifying as to specimens of such officer’s signature and such officer’s incumbency in such offices as such officer holds. 7.3 Certified copies of all documents evidencing any necessary company action, consent or governmental or regulatory approval (if any) on which all with respect to this Second Amendment. 7.4 A certificate of good standing for each Borrower in the jurisdiction of its formation or incorporation and each other jurisdiction where the character of the following conditions precedent have been satisfied:properties owned or leased by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date acceptable to the Administrative Agent. (a) 7.5 Results of a recent lien search in each of the jurisdictions where the assets of each Borrower and its Subsidiaries are located, and such search shall reveal no Liens on any of the assets of such Borrower or its Subsidiaries except for those Liens permitted by Section 6.13 of the Credit Agreement or discharged on or prior to date hereof pursuant to a document reasonably satisfactory to the Administrative Agent. 7.6 Reaffirmation of Security Documents by each Borrower in substantially the same form of Exhibit D attached hereto. 7.7 The Administrative Agent shall have received a counterpart signature page executed legal opinions of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory counsel to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate Borrowers in form and substance reasonably satisfactory to the Lenders. 7.8 The Borrowers shall have paid to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, Agent an amendment fee equal to 0.25% in the amount of $ 42,560.00. 7.9 The Borrowers shall have satisfied such Lender’s Term Loan Exposure (before giving effect to other conditions as specified by the making Administrative Agent, including payment of any Additional Term Loans), which amendment fee shall be payable concurrently all unpaid legal fees and expenses incurred by the Administrative Agent through the date of this Amendment in connection with the consummation of Credit Agreement and the Qualifying IPOSecond Amendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective upon delivery by the Borrowers of, and compliance by the Borrowers with, the following: 3.1 This Amendment and the promissory note in the form of EXHIBIT A-1 hereto (other than Section 6 hereof which shall be effective as set forth in such Sectionthe "Amended Note") shall be effective as each duly executed by the Borrowers. 3.2 A copy of the first date (the “Second Amendment Effective Date”) on which all resolutions of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page Board of Directors of each Borrower authorizing the execution, delivery and performance of this Amendment duly executed and the Amended Note certified as true and accurate by each its Secretary or Assistant Secretary, along with a copy of the Credit Parties Bylaws of each Borrower and the Requisite Lenders; a certification by such Secretary or Assistant Secretary (bi) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 Bylaws of this Amendment such Borrower delivered therewith are true and correct as of the Second Amendment Effective Date accurate, and (Bii) that no event shall have occurred and be continuing or would result from the consummation identifying each officer of a Qualifying IPOsuch Borrower authorized to execute this Amendment, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default Amended Note and any other instrument or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), agreement executed by such Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or shall have governmental or regulatory approval (if any) with respect to this Amendment, including without limitation, the consent of the lenders to the MeesPierson Credit Agreement and MeesPierson Capital Corp. as "Agent" pursuant to the terms and conditions of that certain Subordination Agreement dated as of December 10, 1997, made arrangements by the Lender in favor of MeesPierson Capital Corp. and the lenders party to the MeesPierson Credit Agreement and the consent of The Chase Manhattan Bank as Collateral Agent pursuant to the terms and conditions of that certain Subordination Agreement dated as of December 12, 1997 made by the Lender in favor of The Chase Manhattan Bank as Collateral Agent. 3.4 An opinion of counsel to the Borrowers and to NRG Xxxxxx Inc., addressed to the Lender and dated the date of execution and delivery of this Amendment, covering the matters set forth in EXHIBIT B hereto, duly executed by said counsel. 3.5 A good standing certificate for the payment thereof Borrowers from the State of Delaware and from all other States in which the Borrowers are doing business issued in each case as of a date satisfactory to the Administrative Agent);Lender. (d) 3.6 A certificate of a Qualifying IPO responsible officer of each Borrower certifying as to the matters set forth in Section 4.1 below. 3.7 The Borrowers shall have occurred; (e) Borrower shall have delivered or cause to be delivered any satisfied such other conditions as specified by the Lender, including payment of all unpaid legal opinions or other documents requested fees and expenses incurred by Administrative Agent the Lender through the date of this Amendment in connection with the making of Loan Agreement and the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPODocuments.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following: 3.1 This Amendment and the Revolving Note in the form of Exhibit C hereto (other than Section 6 hereof which shall be effective as set forth in such Section) shall be effective as the "New Revolving Note"), each duly executed by the Borrower. 3.2 A copy of the first date (the “Second Amendment Effective Date”) on which all resolutions of the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment duly executed and the New Revolving Note certified as true and accurate by each its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Credit Parties Borrower since true and accurate copies of the Requisite Lenders; (b) The Administrative Agent shall have received same were delivered to the Bank with a certificate signed by of the chief financial Secretary of the Borrower dated May 31, 2001 except for an amendment to the Certificate of Incorporation increasing the Borrower's authorized shares (with a copy thereof attached to the certification), and (ii) identifying each officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of authorized to execute this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPOAmendment, the Qualifying Senior Notes Redemption, New Revolving Note and any other instrument or agreement executed by the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or shall have made arrangements governmental or regulatory approval (if any) with respect to this Amendment. 3.4 A good standing certificate for the payment thereof satisfactory Borrower and each Guarantor from the jurisdiction of their respective incorporations issued not more than 30 days prior to the Administrative Agent);date of this Amendment. (d) a Qualifying IPO shall have occurred; (e) 3.5 The Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with paid the making Bank an amendment fee of the Additional Term Loans;$10,000. (f) Each Credit Party shall have delivered a solvency certificate 3.6 A guaranty in form and substance reasonably satisfactory to the Administrative Agent; andBank, duly executed by each Guarantor. 3.7 A copy of the resolutions of the Board of Directors of the each Guarantor authorizing the execution, delivery and performance of its Guaranty certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (gi) attaching a true and correct copy of the Certificate or Articles of Incorporation and Bylaws and all amendments thereto of such Guarantor, and (ii) identifying each officer of the Guarantor authorized to execute the Guaranty and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.8 The Borrower shall payhave satisfied such other conditions as specified by the Bank, to each Lender executing including payment of all unpaid legal fees and expenses incurred by the Bank through the date of this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently in connection with the consummation of Amended and Restated Credit Agreement and the Qualifying IPOAmendment Documents.

Effectiveness of Amendments. This The amendments contained in this Amendment (other than Section 6 hereof which shall be effective as set forth in such Section) shall be become effective as of the first date (the “Second Amendment Effective Date”) on which all March 30, 1995 upon delivery of the following conditions precedent have been satisfiedto the Lender: (a) The Administrative Agent shall have received a counterpart signature page 3.1 This Amendment, duly executed by the Borrower and the Lender and Supplement A, duly initialed by Borrower and Lender. 3.2 A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment duly executed certified as true and accurate by each its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying that there has been no amendment to the Certificate of Incorporation or Bylaws of the Credit Parties Borrower since true and accurate copies of the Requisite Lenders; (b) The Administrative Agent shall have received same were delivered to the Lender with a certificate signed by of the chief financial Secretary of the Borrower dated April 21, 1994; and (ii) identifying each officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of authorized to execute this Amendment are true and correct as of any other instrument or agreement executed by the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), Borrower in connection with this Amendment (or shall have made arrangements for collectively, the payment thereof satisfactory "Amendment Documents"), and certifying as to the Administrative Agent);specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making 3.3 A certificate of the Additional Term Loans;Secretary or Assistant Secretary of the Borrower certifying that Mr. Xxxx Xxxxxxx xx and has been the Treasurer of the Borrower since May 12, 1994, and executed the First Amendment to Credit and Security Agreement dated as of July 18, 1994 between the Borrower and the Lender (the "First Amendment") in such capacity. 3.4 Copies of all instruments and documents (f) Each Credit Party which instruments and documents shall have delivered a solvency certificate be in form and substance satisfactory to the Administrative Agent; andLender) evidencing new Subordinated Debt of the Borrower in the amount of $600,000 in the aggregate ("New Subordinated Debt") that was loaned to the Borrower by one or more Subordinated Lenders in connection with the First Amendment, certified by the Secretary or Assistant Secretary of the Borrower as being true, correct and complete copies of such instruments and documents and as embodying all the terms and conditions governing the New Subordinated Debt. 3.5 Evidence satisfactory to the Lender that M. Shevi Family Asset Ltd. has advanced to the Borrower additional subordinated Indebtedness in the principal amount of $200,000, payable after September 30, 1995 and subject to the restriction that repayment may be made only if permitted by the terms of the Credit Agreement, together with copies of all instruments and documents (gwhich instruments and documents shall be in form and substance satisfactory to the Lender) evidencing such subordinated Indebtedness, certified by the Secretary or Assistant Secretary of the Borrower as being true, correct and complete copies of such instruments and documents and as embodying all the terms and conditions governing such Indebtedness. 3.6 An affirmation, substantially in the form of Exhibit B hereto, duly executed by each Subordinated Lender. 3.7 A Subordination Agreement, substantially in the form of Exhibit C hereto, duly executed by M. Shevi Family Asset Ltd. and acknowledged by the Borrower. 3.8 A copy of the resolutions of the Board of Directors of M. Shevi Family Asset Ltd. authorizing the execution, delivery and performance of the Subordination Agreement required to be delivered pursuant to Section 3.7, certified as true and accurate by its Secretary or Assistant Secretary, along with a certificate by such Secretary or Assistant Secretary identifying each officer of M. Shevi Family Asset Ltd. authorized to execute such Subordination Agreement and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.9 Evidence satisfactory to the Lender that Perhxx Xxxte Bank and Bank of Sun Prairie, respectively, have waived breaches by the Borrower of the terms of the respective mortgage loans made to it by Perhxx Xxxte Bank and Bank of Sun Prairie. 3.10 Evidence satisfactory to the Lender that all the holders of Subordinated Debt have agreed that accrued and unpaid interest on Subordinated Debt through February 28, 1995 shall be paid only to the extent that such interest exceeds $100,000 and shall be paid in no fewer than three installments, subject to no Unmatured Event of Default or Event of Default being outstanding at the time of any payment or likely to occur as a result of such payment. 3.11 A copy of the settlement agreement entered into with Mark Xxxxxx, xxrtified by the Secretary or Assistant Secretary of the Borrower as being a true, correct and complete copy and embodying all the terms and conditions of such settlement and a Mutual Release in the form heretofore furnished to the Borrower by the Lender, duly executed by Mark Xxxxxx. 3.12 A letter from the Borrower identifying the officers of the Borrower authorized to make requests for loans, including telephonic requests. 3.13 Certificates duly executed by Michxxx Xxxvi and Mark Xxxxxxx, xx trustee for Michxxx Xxxvi, substantially in the forms of Exhibits D and E hereto, respectively. 3.14 Payment of principal on Term Loan B in the aggregate amount of $88,890 as payment of the installments due on April 15, 1995 and on May 15, 1995. 3.15 The Borrower shall payhave satisfied such other conditions as reasonably specified by the Lender or counsel to the Lender, to each including payment of all unpaid legal fees and expenses incurred by the Lender executing through the date of this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently in connection with the consummation of Credit Agreement or the Qualifying IPOAmendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective upon delivery by the Borrowers of, and compliance by the Borrowers with, the following: 3.1 This Amendment duly executed by each Borrower, Borrowers’ Agent, the Administrative Agent and Lenders. 3.2 A copy of the limited liability company or corporate resolutions of each Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary (or other than Section 6 hereof which shall be effective appropriate officer), along with a certification by such Secretary, Assistant Secretary or officer (i) certifying that there has been no amendment to such Borrower’s organizational documents since true and accurate copies of the same were delivered to the Administrative Agent with a certificate of the Secretary of such Borrower dated June 30, 2006, and (ii) identifying each officer of such Borrower authorized to execute this Amendment and any other instrument or agreement executed by such Borrower in connection with this Amendment (collectively, the “Amendment Documents”), and certifying as set forth to specimens of such officer’s signature and such officer’s incumbency in such Sectionoffices as such officer holds. 3.3 Certified copies of all documents evidencing any necessary company action, consent or governmental or regulatory approval (if any) shall be effective with respect to this Amendment. 3.4 A certificate of good standing for each Borrower in the jurisdiction of its formation or incorporation and each other jurisdiction where the character of the properties owned or leased by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date acceptable to the first date (the “Second Amendment Effective Date”) on which all Administrative Agent. 3.5 Results of a recent lien search in each of the following conditions precedent have been satisfied:jurisdictions where the assets of each Borrower and its Subsidiaries are located, and such search shall reveal no Liens on any of the assets of such Borrower or its Subsidiaries except for those Liens permitted by Section 6.13 of the Credit Agreement or discharged on or prior to date hereof pursuant to a document reasonably satisfactory to the Administrative Agent. (a) 3.6 Reaffirmation of Security Documents by each Borrower in substantially the same form of Exhibit C attached hereto. 3.7 The Administrative Agent shall have received a counterpart signature page executed legal opinions of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are true and correct as of the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this Amendment (or shall have made arrangements for the payment thereof satisfactory counsel to the Administrative Agent); (d) a Qualifying IPO shall have occurred; (e) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making of the Additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate Borrowers in form and substance reasonably satisfactory to the Lenders. 3.8 The Borrowers shall have paid to the Administrative Agent; andAgent a revolver extension fee in the amount of $15,000 for the benefit of the Revolving Lender. (g) Borrower 3.9 The Borrowers shall pay, have paid to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, the Administrative Agent an amendment fee equal to 0.25% in the amount of $87,464. 3.10 The Borrowers shall have satisfied such Lender’s Term Loan Exposure (before giving effect to other conditions as specified by the making Administrative Agent, including payment of any Additional Term Loans), which amendment fee shall be payable concurrently all unpaid legal fees and expenses incurred by the Administrative Agent through the date of this Amendment in connection with the consummation of Credit Agreement and the Qualifying IPOAmendment Documents.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, upon delivery to the Agent of, and compliance by the Borrowers with, the following: 3.1 This Amendment (other than Section 6 hereof which shall be effective Amendment, duly executed by the Borrowers, the Banks and the Agent. 3.2 An amended and restated Revolving Notes in the form attached hereto as set forth Exhibit A, duly executed by the Borrowers and dated the date hereof. 3.3 An amended and restated Term Notes in such Section) shall be effective the form attached hereto as of Exhibit B, duly executed by the first Borrowers and dated the date hereof. 3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof. 3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Second Amendment Effective DateJoinder Agreement”) on which all ), duly executed by Wild Wings, Lodging and Xxxxxx’x and dated the date hereof. 3.6 A certificate of the following conditions precedent have been satisfiedSecretary or Assistant Secretary of each of Wild Wings, Lodging and Xxxxxx’x dated the date hereof and certifying as to the following: (a) The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Credit Parties and the Requisite Lenders; (b) The Administrative Agent shall have received a certificate signed by the chief financial officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of this Amendment are A true and correct as copy of the Second company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment Effective Date and the documents executed in connection herewith (B) that no event shall have occurred and be continuing or would result from the consummation of a Qualifying IPOcollectively, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), in connection with this “Amendment (or shall have made arrangements for the payment thereof satisfactory to the Administrative AgentDocuments”); (dB) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a Qualifying IPO shall have occurredparty; (eC) Borrower shall have delivered or cause to be delivered any legal opinions or other documents requested by Administrative Agent connection with the making A true and correct copy of the Additional Term Loans;Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and (fD) Each Credit Party shall have A true and correct copy of the operating agreement for such Borrower. 3.7 A certificate of good standing for each of Wild Wings; Lodging and Xxxxxx’x in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof. 3.8 A written opinion of Xxxxx Xxxxxx, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank. 3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a solvency copy of the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of the Amendment Documents to which such Borrower is a party, (ii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) that there has been no amendment to the Articles of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy of the each were delivered to the Agent with a certificate of the Secretary of such Borrower dated October 9, 2001. 3.10 An amended and restated Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent; andBanks, duly executed by each party thereto. (g) Borrower 3.11 The Borrowers shall pay, to each Lender executing this Amendment on have satisfied such other conditions as reasonably specified by the Agent or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect counsel to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPOAgent.

Effectiveness of Amendments. The amendments contained in this Amendment shall become effective upon delivery by the Borrower of, and compliance by the Borrower with, the following: 3.1 This Amendment (other than Section 6 hereof which shall be effective as set forth Amendment, duly executed by the Borrower. 3.2 Revolving Notes, in such Section) shall be effective as the form of Exhibit A attached to this Amendment, drawn to the order of each Bank in the amount of the first date (highest Revolving Commitment Amount of such Bank and duly executed by the “Second Amendment Effective Date”) on which all Borrower. 3.3 A Reaffirmation of Security Documents in the following conditions precedent have been satisfied: (a) The Administrative Agent shall have received a counterpart signature page form of this Amendment prescribed by the Agent, duly executed by each Guarantor. 3.4 Reaffirmation of Fleet Subordination and Standstill Agreement in the form prescribed by the Agent, duly executed by Fleet Business Credit. 3.5 The unpaid principal balance of the Credit Parties Term Loan shall be not greater than $3,000,000. 3.6 A copy of the resolutions of the Board of Directors of the Borrower and each Guarantor authorizing the Requisite Lenders; execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (bi) The Administrative certifying that there has been no amendment to the Articles of Incorporation or Bylaws of the Borrower or such Guarantor since true and accurate copies of the same were delivered to the Agent shall have received with a certificate signed by of the chief financial Secretary of the Borrower or such Guarantor dated July 12, 2002, and (ii) identifying each officer of the Borrower dated the Second Amendment Effective Date, certifying (A) that the representations and warranties contained in Section 4 of or such Guarantor authorized to execute this Amendment are true and correct as of any other instrument or agreement executed by the Second Amendment Effective Date and (B) that no event shall have occurred and be continuing Borrower or would result from the consummation of a Qualifying IPO, the Qualifying Senior Notes Redemption, the Qualifying Preferred Stock Redemption and/or the Qualifying IPO Payment (in each case, after giving effect to this Amendment) that would constitute a Default or an Event of Default; (c) The Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), such Guarantor in connection with this Amendment (or shall have made arrangements collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds. 3.7 Good standing certificates for the payment thereof satisfactory to the Administrative Agent);Borrower and each Guarantor in its jurisdiction of incorporation. (d) a Qualifying IPO shall have occurred; (e) 3.8 The Borrower shall have delivered or cause paid to be delivered any the Agent for the ratable benefit of the Banks a non-refundable amendment fee of $60,000. 3.9 The Borrower shall have satisfied such other conditions as specified by the Agent, including payment of all unpaid legal opinions or other documents requested fees and expenses incurred by Administrative the Banks and the Agent through the date of this Amendment in connection with the making Credit Agreement and the Amendment Documents. Upon the effectiveness of this Amendment, the Borrower hereby requests that each Bank, and each Bank shall, make an additional Revolving Loan in an amount sufficient to repay the unpaid balance of the Additional Term Loans of such Bank outstanding on such date. The Borrower acknowledges that (a) the repayment of the Term Loans made pursuant to this Amendment may not be reborrowed and (b) the Term Loans have been completely advanced by the Banks and the Borrower has no right to request, and the Banks have no commitment to make, any additional Term Loans; (f) Each Credit Party shall have delivered a solvency certificate in form and substance satisfactory to the Administrative Agent; and (g) Borrower shall pay, to each Lender executing this Amendment on or before April 16, 2010 by 12:00 p.m. New York City Time, an amendment fee equal to 0.25% of such Lender’s Term Loan Exposure (before giving effect to the making of any Additional Term Loans), which amendment fee shall be payable concurrently with the consummation of the Qualifying IPO.