Common use of Effectiveness of this Amendment Clause in Contracts

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders and the Agent (at the option of Lenders and Agent) until each of the following conditions precedent has been satisfied in form and substance satisfactory to the Agent (the date upon which such conditions are satisfied, the “Second Amendment Effective Date”): (a) After giving effect to this Amendment, the representations and warranties contained herein and in the Loan Agreement, as amended hereby, shall be true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto); (b) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (c) The Borrowers shall have delivered to the Agent each of the following, in each case, in form and substance satisfactory to the Agent and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”). (d) The Borrowers shall have paid to the Agent and the Lenders all reasonable and documented fees, costs, and expenses owed to and/or incurred by the Agent and the Lenders arising in connection with this Amendment and the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability shall be greater than zero; (e) Holdings and the Borrowers shall have delivered to the Agent and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared by the Borrowers in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendment.

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders and the Agent (at the option of Lenders and Agent) until each of the The following conditions precedent has shall have been satisfied in form and substance satisfactory to the Agent satisfied, as determined by Agent, before this Amendment is effective (the date upon which of such conditions are satisfiedeffectiveness, the “Second Amendment Effective Date”): (a) After giving effect to Agent shall have received this Amendment, fully executed by each Credit Party, Agent and each Lender. (b) Agent shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each of the representations and warranties contained herein and set forth in the Loan Agreement, as amended hereby, shall be Section 3 of this Amendment are true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto); (b) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;date. (c) The Borrowers Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent each on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the following, in good standing certificates for each case, in form and substance satisfactory Credit Party dated not more than thirty (30) days prior to the Agent Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment as to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, incumbency and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer specimen signature of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of Authorized Officer executing this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (any Other Document on behalf of any Credit Party and signed by another officer as to the Lenders), the Borrowers, Holdings, incumbency and one or more Affiliates specimen signature of the Borrowers or Holdings that are obligated Authorized Officer executing the certificate pursuant to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”)this clause. (d) The Borrowers Parent Guarantor shall have paid to the Agent and for the Lenders all reasonable and documented feesaccount of each Lender party hereto, costs, and expenses owed a consent fee equal to and/or incurred by 0.50% of such Lender’s Commitment as of the Agent and date hereof (after giving effect to the Lenders arising in connection with effectiveness of this Amendment and the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, revised Schedule 1.2(a) of the funding of Loans and issuances of Letters of Credit on the Second Amendment Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability shall be greater than zero;Agreement). (e) Holdings All fees and the Borrowers shall have delivered to expenses of the Agent and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries its affiliates required to be delivered paid or reimbursed at or prior to the Effective Date pursuant to Section 10.1.4(a)(vii) the Fee Letter, dated as of April 28, 2016 by and among the Loan Agreement for Parent Guarantor, the 2009 Fiscal YearAgent and PNC Capital Markets LLC shall have been paid in full, and (ii) an operating report prepared by all fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP in connection with the Borrowers Credit Agreement and this Amendment shall have been paid in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Loan Agreement, as amended hereby;full. (f) The Agent shall have received such All other documents, corporate resolutions, corporate certificates, documents and information that the Agent shall require, each in form and substance satisfactory to the Agent; (g) All proceedings taken legal matters in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the been delivered or executed or recorded, as required number of lenders under the Term Loan Facility to this Amendmentby Agent.

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders and the Agent (at the option of Lenders and Agent) until each of the The following conditions precedent has shall have been satisfied in form and substance satisfactory to the Agent satisfied, as determined by Agent, before this Amendment is effective (the date upon which of such conditions are satisfiedeffectiveness, the “Second Amendment Effective Date”): (a) After giving effect to Agent shall have received this Amendment, the representations fully executed by each Credit Party, Agent and warranties contained herein and in the Loan Agreement, as amended hereby, shall be true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto);Lenders constituting Required Lenders. (b) After giving effect With respect to this Amendmenteach Mortgage, no Default or Event of Default Agent shall have occurred and be continuing;received: (ci) The Borrowers shall have delivered to the Agent each of the following, in each casewritten confirmation, in form and substance reasonably satisfactory to the Agent and its Agent, from local counsel in their discretionthe jurisdiction in which the Real Property is located substantially to the effect that: (iA) an executed original the recording of this Amendment;the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement and the Other Documents, for the benefit of the Secured Parties; and (B) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement and the Other Documents, for the benefit of the Secured Parties; and (ii) an amendment a title search to the Fee Letter;applicable Real Property encumbered by a Mortgage demonstrating that such real property is free and clear of all Liens (except Permitted Encumbrances). (iiic) Agent shall have received a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the due authorizationeach improved Real Property that is subject to a Mortgage (together with a notice about special flood hazard area status and flood disaster assistance duly executed by each Borrower and each Credit Party relating thereto, execution and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required) and, with respect to any Real Property that is subject to a Mortgage on which any “building” (as defined in the Flood Laws, defined in the Credit Agreement) is located in a special flood hazard area, evidence of flood insurance as and to the extent required by under the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”). (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, certificates evidencing the Credit Parties’ casualty insurance policies, together with loss payable endorsements on Agent’s standard form of lender loss payee endorsement naming Agent as lender loss payee, and certificates evidencing the Credit Parties’ liability insurance policies, together with endorsements naming Agent as an additional insured. (e) Agent shall have received the results of UCC Lien searches with respect to the Credit Parties in each jurisdiction reasonably requested by the Agent as of a date reasonably satisfactory to the Agent. (f) Agent shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each of the representations and warranties set forth in Section 3 of this Amendment are true and correct on such date. (g) Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the good standing certificates for each Credit Party dated not more than thirty (30) days prior to the Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and (ii) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment and any Other Document on behalf of any Credit Party and signed by another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this clause. (h) The Borrowers Parent Guarantor shall have paid to the Agent and for the Lenders all reasonable and documented feesaccount of each Applicable Lender (as defined below), costs, and expenses owed a consent fee equal to and/or incurred by 0.50% of such Applicable Lender’s Commitment as of the Agent and the Lenders arising in connection with this Amendment and the documents and opinions date hereof. “Applicable Lender” shall mean each Lender that has executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability shall be greater than zero; (e) Holdings and the Borrowers shall have delivered to the Agent its signature page to this Amendment prior to 5:00 p.m., New York City time, on Wednesday, November 18, 2015 or such later date and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared time specified by the Borrowers Parent Guarantor and notified in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) writing to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to Lenders by the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendment.

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders and the Agent amendment and restatement of the Existing Senior Secured Credit Agreement as set forth in Section 2 hereof shall become effective on the first date (at such date being referred to as the option of Lenders and Agent“Restatement Effective Date”) until on which each of the following conditions precedent has shall have been satisfied in form and substance satisfactory to the Agent (the date upon which such conditions are satisfied, the “Second Amendment Effective Date”):: (a) After giving effect The Successor Administrative Agent (or its counsel) shall have received from the Borrower, the Successor Administrative Agent, the Successor Collateral Agent, the Existing Administrative Agent, the Existing Collateral Agent, each Issuing Bank, the Swingline Lender, each New Revolving Lender and each Extending Revolving Lender either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Successor Administrative Agent (which may include facsimile transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment, and the Extending Revolving Lenders shall constitute, as of the Restatement Effective Date and immediately prior to the consummation of the transactions contemplated hereunder, at least the Required Lenders under the Existing Senior Secured Credit Agreement (and the Successor Administrative Agent (or its counsel) shall have received evidence reasonably satisfactory to it confirming the foregoing). (b) The representations and warranties contained herein and of the Borrower set forth in the Loan Agreement, as amended hereby, Section 5 hereof shall be true and correct as of the date hereof as if made on Restatement Effective Date, and the date hereofSuccessor Administrative Agent shall have received a certificate, except for such representations dated the Restatement Effective Date and warranties limited signed by their terms to a specific date (such representations and warranties being true and correct as Financial Officer of the specified date relative thereto); (b) After giving effect to this AmendmentBorrower, no Default or Event of Default shall have occurred and be continuing;confirming the foregoing. (c) The Borrowers Borrower shall have delivered to prepaid or repaid, or substantially simultaneously with the Agent each effectiveness of this Amendment shall prepay or repay, the entire principal amount of the followingTranche 1 Term Loans and the Tranche 2 Term Loans outstanding as of the Restatement Effective Date, in each case, in form all accrued and substance satisfactory unpaid interest thereon as of the Restatement Effective Date and all other amounts owing to or accrued for the Agent and its counsel in their discretion: (i) an executed original account of this Amendment; (ii) an amendment to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan AgentLenders (as defined in the Existing Senior Secured Credit Agreement) under the Existing Senior Secured Credit Agreement as of the Restatement Effective Date, and the Successor Administrative Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each shall have received evidence of the items required foregoing reasonably satisfactory to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”)it. (d) The Borrowers shall have paid to Each of the Existing Administrative Agent and the Successor Administrative Agent shall have received all fees and other amounts due and payable to it on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Existing Senior Secured Credit Agreement or the Restated Credit Agreement. (e) No Revolving Loans or Swingline Loans shall be outstanding under the Existing Senior Secured Credit Agreement, and the Existing Administrative Agent shall have received from the Borrower, for the account of the Revolving Lenders and Issuing Banks under the Existing Senior Secured Credit Agreement, an amount equal to all reasonable and documented the interest, commitment fees, costsletter of credit participation fees and issuing bank fronting fees accrued through the Restatement Effective Date. (f) Each of the conditions precedent set forth in Section 4.01 of the Restated Credit Agreement shall have been satisfied. The Successor Administrative Agent shall notify the Borrower, and expenses owed to and/or incurred by the Agent Issuing Banks and the Revolving Lenders arising in connection with this Amendment and of the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Restatement Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability such notice shall be greater than zero; (e) Holdings conclusive and the Borrowers shall have delivered to the Agent and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared by the Borrowers in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendmentbinding.

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders Agreement and the Agent Amended Actavis Term Credit Agreement shall become effective as of the date (at the option of Lenders and Agent“Third Restatement Effective Date”) until on which each of the following conditions precedent has shall have been satisfied in form and substance satisfactory to the Agent (the date upon which such conditions are satisfied, the “Second Amendment Effective Date”):or waived: (a) After giving effect to this Amendmentthe Administrative Agent shall have received from Ultimate Parent, Intermediate Parent, the representations Borrower and warranties contained herein each other Loan Party, the Lenders constituting at least the Required Lenders under the Existing Actavis Term Credit Agreement and in the Loan Administrative Agent (i) a counterpart of this Amendment Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include transmission by facsimile or other electronic imaging (e.g., a “pdf” or “tif”) of a signed signature page of this Amendment Agreement, as amended hereby, shall be true and correct as ) that such party has signed a counterpart of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto)this Amendment Agreement; (b) After giving effect to this Amendment, no Default or Event of Default the Administrative Agent shall have occurred received a certificate, dated the Third Restatement Effective Date and be continuing;executed by a Responsible Officer of Ultimate Parent, confirming the accuracy of the representations and warranties set forth in Section 3 hereof; and (c) The Borrowers the Administrative Agent, each Lender and each of X.X. Xxxxxx Securities LLC, Mizuho Bank, Ltd. and Xxxxx Fargo Securities, LLC (collectively, the “Amendment Lead Arrangers”) shall have delivered to the Agent each of the followingreceived, in each caseimmediately available funds, in form all fees and substance satisfactory to the Agent other amounts due and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default payable on or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Third Restatement Effective Date in connection with this Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect including, to the due authorizationextent invoiced, execution reimbursement or payment of all reasonable and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and documented out-of-pocket expenses (ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”). (d) The Borrowers shall have paid to the Agent and the Lenders all including reasonable and documented fees, costscharges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under the Existing Actavis Term Credit Agreement or as separately agreed by Ultimate Parent and the Amendment Lead Arrangers. The Administrative Agent shall promptly notify, and expenses owed to and/or incurred by the Agent in writing, Ultimate Parent and the Lenders arising in connection with this Amendment and of the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Third Restatement Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability such notice shall be greater than zero; (e) Holdings conclusive and the Borrowers shall have delivered to the Agent and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared by the Borrowers in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendmentbinding.

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders Agreement and the Agent Amended WC Term Credit Agreement shall become effective as of the date (at the option of Lenders and Agent“Second Restatement Effective Date”) until on which each of the following conditions precedent has shall have been satisfied in form and substance satisfactory to the Agent (the date upon which such conditions are satisfied, the “Second Amendment Effective Date”):or waived: (a) After giving effect to this Amendmentthe Administrative Agent shall have received from Ultimate Parent, Intermediate Parent, the representations Borrowers and warranties contained herein each other Loan Party, the Lenders constituting at least the Required Lenders under the Existing WC Term Credit Agreement and in the Loan Administrative Agent (i) a counterpart of this Amendment Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include transmission by facsimile or other electronic imaging (e.g., a “pdf” or “tif”) of a signed signature page of this Amendment Agreement, as amended hereby, shall be true and correct as ) that such party has signed a counterpart of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto)this Amendment Agreement; (b) After giving effect to this Amendment, no Default or Event of Default the Administrative Agent shall have occurred received a certificate, dated the Second Restatement Effective Date and be continuing;executed by a Responsible Officer of Ultimate Parent, confirming the accuracy of the representations and warranties set forth in Section 3 hereof; and (c) The Borrowers the Administrative Agent, each Lender and each of X.X. Xxxxxx Securities LLC, Mizuho Bank, Ltd. and Xxxxx Fargo Securities, LLC (collectively, the “Amendment Lead Arrangers”) shall have delivered to the Agent each of the followingreceived, in each caseimmediately available funds, in form all fees and substance satisfactory to the Agent other amounts due and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default payable on or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Restatement Effective Date in connection with this Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect including, to the due authorizationextent invoiced, execution reimbursement or payment of all reasonable and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and documented out-of-pocket expenses (ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”). (d) The Borrowers shall have paid to the Agent and the Lenders all including reasonable and documented fees, costscharges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under the Existing WC Term Credit Agreement or as separately agreed by Ultimate Parent and the Amendment Lead Arrangers. The Administrative Agent shall promptly notify, and expenses owed to and/or incurred by the Agent in writing, Ultimate Parent and the Lenders arising in connection with this Amendment and the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Restatement Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability such notice shall be greater than zero; (e) Holdings conclusive and the Borrowers shall have delivered to the Agent and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared by the Borrowers in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendmentbinding.

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders and the Agent amendment and restatement of the Existing Credit Agreement as set forth in Section 2 hereof shall become effective as of the first date (at such date being referred to as the option of Lenders and Agent“Second Restatement Effective Date”) until on which each of the following conditions precedent shall have been satisfied: (a) the Administrative Agent (or its counsel) shall have received from the Borrower, each Issuing Bank and the Issuing Banks Agent either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that such party has been satisfied signed a counterpart of this Amendment; (b) the Administrative Agent shall have received a favorable written opinion (dated the Second Restatement Effective Date and addressed to the Administrative Agent, each Issuing Bank and the Issuing Banks Agent) of Xxxxxxxx & Xxxxx LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Agent (the date upon which such conditions are satisfied, the “Second Amendment Effective Date”):Administrative Agent; (ac) After giving effect the Administrative Agent shall have received documents and certificates relating to this Amendmentthe organization, existence and good standing of the Borrower and the authorization of the Loan Documents and transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent; (d) the representations and warranties contained herein and of the Borrower set forth in the Loan Agreement, as amended hereby, Section 3 hereof shall be true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto); (b) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (c) The Borrowers shall have delivered to the Agent each of the following, in each case, in form and substance satisfactory to the Agent and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”). (d) The Borrowers shall have paid to the Agent and the Lenders all reasonable and documented fees, costs, and expenses owed to and/or incurred by the Agent and the Lenders arising in connection with this Amendment and the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Restatement Effective Date, and the payment Administrative Agent shall have received a certificate, dated the Second Restatement Effective Date and signed by a Financial Officer or the Borrowers chief executive officer of all trade payables aged in excess of their due datesthe Borrower, Availability confirming the accuracy thereof, which shall be greater than zeroin form and substance reasonably satisfactory to the Administrative Agent; (e) Holdings and the Borrowers Administrative Agent shall have delivered received all amounts due and payable to the Administrative Agent on or prior to the Second Restatement Effective Date pursuant to the Loan Documents, including reimbursement of all out-of-pocket expenses (including reasonable fees, charges and the Lenders (idisbursements of counsel) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared reimbursed or paid by the Borrowers in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Borrower hereunder or under any other Loan Agreement, as amended herebyDocument; (f) The Agent the Borrower shall have (i) received such other documentsan aggregate amount of Net Proceeds from the issuance of Senior Secured Notes that is no less than the sum of the aggregate principal amount of Revolving Loans and Term Loans outstanding immediately prior to giving effect to the Restated Credit Agreement, corporate resolutions(ii) prepaid all Revolving Loans and Term Loans in accordance with the Existing Credit Agreement, corporate certificatesincluding payment of all accrued and unpaid interest thereon, and information that all other amounts then due and payable under the Agent shall require, each in form Existing Credit Agreement and substance satisfactory to (iii) terminated all Commitments under the Agent;Existing Credit Agreement; and (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Administrative Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent received, for account of the Term Loan Issuing Banks entitled thereto, the Amendment Fees required to be paid pursuant to Section 5 hereof. The Administrative Agent shall notify the Borrower, the Issuing Banks Agent and the required number Issuing Banks of lenders under the Term Loan Facility to this AmendmentSecond Restatement Effective Date, and such notice shall be conclusive and binding.

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders and the Agent (at the option of Lenders and Agent) until each of the The following conditions precedent has shall have been satisfied in form and substance satisfactory to the Agent satisfied, as determined by Agent, before this Amendment is effective (the date upon which of such conditions are satisfiedeffectiveness, the “Second Amendment Effective Date”): (a) After giving effect to Agent shall have received this Amendment, fully executed by each Credit Party, Agent and Lenders constituting Required Lenders. (b) Agent shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each of the representations and warranties contained herein and set forth in the Loan Agreement, as amended hereby, shall be Section 3 of this Amendment are true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto); (b) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;date. (c) The Borrowers Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent each on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the following, in good standing certificates for each case, in form and substance satisfactory Credit Party dated not more than thirty (30) days prior to the Agent Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment as to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, incumbency and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer specimen signature of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of Authorized Officer executing this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (any Other Document on behalf of any Credit Party and signed by another officer as to the Lenders), the Borrowers, Holdings, incumbency and one or more Affiliates specimen signature of the Borrowers or Holdings that are obligated Authorized Officer executing the certificate pursuant to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”)this clause. (d) The Borrowers Parent Guarantor shall have paid to the Agent and for the Lenders all reasonable and documented feesaccount of each Applicable Lender (as defined below), costs, and expenses owed a consent fee equal to and/or incurred by 0.15% of such Applicable Lender’s Commitment as of the Agent and the Lenders arising in connection with this Amendment and the documents and opinions date hereof. “Applicable Lender” shall mean each Lender that has executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability shall be greater than zero; (e) Holdings and the Borrowers shall have delivered to the Agent its signature page to this Amendment prior to 5:00 p.m., New York City time, on 12:00 noon, March 1, 2016 or such later date and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared time specified by the Borrowers Parent Guarantor and notified in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) writing to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to Lenders by the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendment.

Effectiveness of this Amendment. This Amendment shall not be binding upon the Lenders and the Agent (at the option of Lenders and Agent) until each of the The following conditions precedent has shall have been satisfied in form and substance satisfactory to the Agent satisfied, as determined by Agent, before this Amendment is effective (the date upon which of such conditions are satisfiedeffectiveness, the “Second Amendment Effective Date”): (a) After giving effect to Agent shall have received this Amendment, fully executed by each Credit Party, Agent and Lenders constituting Required Lenders. (b) Agent shall have received a closing certificate signed by an Authorized Officer of each Credit Party dated as of the Effective Date stating that each of the representations and warranties contained herein and set forth in the Loan Agreement, as amended hereby, shall be Section 3 of this Amendment are true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto); (b) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;date. (c) The Borrowers Agent shall have received a certificate of an Authorized Officer of each Credit Party dated as of the Effective Date certifying (i) to the effect that (A) attached thereto is a true and complete copy of the Organizational Documents of such Credit Party certified as of a recent date by the Secretary of State of the state of its organization, or in the alternative, certifying that such Organizational Documents have not been amended since the Closing Date, (B) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as the case may be, of each Credit Party authorizing the execution, delivery and performance of this Amendment, and that such resolutions have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such resolutions are in full force and effect or in the alternative, certifying that the resolutions delivered to the Agent each on the Closing Date by such Credit Party have not been modified, rescinded or amended, and there are no plans to modify rescind or amend, and that such previously delivered resolutions are in full force and effect and (C) attached thereto is a true and complete copy of the following, in good standing certificates for each case, in form and substance satisfactory Credit Party dated not more than thirty (30) days prior to the Agent Effective Date, issued by the Secretary of State or other appropriate official of each Credit Party’s jurisdiction of organization and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment as to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, incumbency and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer specimen signature of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of Authorized Officer executing this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (any Other Document on behalf of any Credit Party and signed by another officer as to the Lenders), the Borrowers, Holdings, incumbency and one or more Affiliates specimen signature of the Borrowers or Holdings that are obligated Authorized Officer executing the certificate pursuant to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”)this clause. (d) The Borrowers Parent Guarantor shall have paid to the Agent and for the Lenders all reasonable and documented feesaccount of each Applicable Lender (as defined below), costs, and expenses owed a consent fee equal to and/or incurred by 0.15% of such Applicable Lender’s Commitment as of the Agent and the Lenders arising in connection with this Amendment and the documents and opinions date hereof. “Applicable Lender” shall mean each Lender that has executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability shall be greater than zero; (e) Holdings and the Borrowers shall have delivered to the Agent its signature page to this Amendment prior to 5:00 p.m., New York City time, on 12:00 noon, March 1, 2016 or such later date and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared time specified by the Borrowers Parent Guarantor and notified in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) writing to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to Lenders by the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendment.

Effectiveness of this Amendment. This Amendment shall not be binding effective upon the Lenders and the Agent satisfaction (at the option of Lenders and Agentor waiver) until each of the following conditions precedent has been satisfied in form and substance satisfactory to the Agent (the date upon which such conditions are satisfied, the “Second Amendment Effective Date”):following: (a) After giving effect to this AmendmentAmendment is signed by the Borrower, the representations other Credit Parties party hereto, the Required Lenders, each Lender holding an Initial Term Loan and warranties contained herein the Supermajority Revolving Lenders (only for the purposes of the effectiveness of Section 2(j)) and in the Loan Agreementeach such party shall have delivered their fully executed signature pages hereto to Credit Suisse Securities (USA), LLC, as amended herebysole lead arranger of this Amendment (in such capacity, shall be true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto“First Amendment Arranger”); (b) After on the First Amendment Effective Date, the Borrower shall have paid to the First Amendment Arranger all invoiced reasonable costs, fees and out-of-pocket expenses (including, without limitation, reasonable legal fees and expenses) and other compensation payable to the First Amendment Arranger pursuant to separate agreements entered into between the Borrower and the First Amendment Arranger; and (c) on the First Amendment Effective Date and immediately after giving effect to this Amendment, Amendment (x) there shall exist no Default or Event of Default shall have occurred and be continuing; (c) The Borrowers shall have delivered to the Agent each of the following, in each case, in form and substance satisfactory to the Agent and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default or Event of Default has occurred and is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”). (d) The Borrowers shall have paid to the Agent and the Lenders all reasonable and documented fees, costs, and expenses owed to and/or incurred by the Agent and the Lenders arising in connection with this Amendment and the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability shall be greater than zero; (e) Holdings and the Borrowers shall have delivered to the Agent and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared all representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects (it being understood and agreed that (x) any representation and warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the Borrowers in case may be) only as of such specified date). This Amendment shall be deemed to be effective on the ordinary course of business for date (the “First Amendment Effective Date”) on which each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendmentforegoing conditions is satisfied.

Effectiveness of this Amendment. This Amendment shall not be binding effective upon the satisfaction (or waiver) of the following: (a) this Amendment is signed by the Borrower, the Required Lenders and each such party shall have delivered their fully executed signature pages hereto to Credit Suisse Securities (USA), LLC, as sole lead arranger of this Amendment (in such capacity, the Agent “Second Amendment Arranger”); (at b) the option Second Amendment Arranger shall have received payment of Lenders a consent fee on behalf of each Lender consenting to this Amendment in an amount equal to 0.20% of such consenting Lender’s Loans and AgentRevolving Obligations on the Second Amendment Effective Date; (c) until each of on the following conditions precedent has been satisfied in form and substance satisfactory Second Amendment Effective Date, the Borrower shall have paid (i) to the Second Amendment Arranger all invoiced reasonable costs, fees and out-of-pocket expenses (including, without limitation, reasonable legal fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel to the Second Amendment Arranger) and other compensation payable to the Second Amendment Arranger pursuant to separate agreements entered into between the Borrower and the Second Amendment Arranger and (ii) to the Administrative Agent all invoiced reasonable costs, fees and out-of-pocket expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent pursuant to the Credit Agreement; and (d) on the Second Amendment Effective Date and immediately after giving effect to this Amendment (x) there shall exist no Default or Event of Default and (ii) all representations and warranties contained in Section 4 of this Amendment shall be true and correct in all material respects (it being understood and agreed that (x) any representation and warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects and (y) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or all respects, as the case may be) only as of such specified date). This Amendment shall be deemed to be effective on the date upon which such conditions are satisfied, (the “Second Amendment Effective Date”): (a) After giving effect to this Amendment, the representations and warranties contained herein and in the Loan Agreement, as amended hereby, shall be true and correct as of the date hereof as if made on the date hereof, except for such representations and warranties limited by their terms to a specific date (such representations and warranties being true and correct as of the specified date relative thereto); (b) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; (c) The Borrowers shall have delivered to the Agent which each of the following, in each case, in form and substance satisfactory to the Agent and its counsel in their discretion: (i) an executed original of this Amendment; (ii) an amendment to the Fee Letter; (iii) a joint, irrevocable instruction letter from the Borrower, the Term Loan Agent, and the Agent to the Crack Spread Hedging Counterparty, countersigned by the Crack Spread Hedging Counterparty; (iv) each of the items required to have been delivered pursuant to Section 3(a) above; (v) such information as requested by the Agent to enable the Agent to calculate and implement the Earnout Reserve; (vi) a certificate signed by a Senior Officer of each Obligor certifying that no Default or Event of Default has occurred and foregoing conditions is continuing and that no default or event of default under the Term Loan Agreement has occurred and is continuing; (vii) a Borrowing Base Certificate as of no more than three Business Days prior to the Second Amendment Closing Date, reflecting the amendments set forth herein and the implementation of the Earnout Reserve in accordance with the Loan Agreement, as amended hereby; (viii) a favorable opinion of counsel with respect to the due authorization, execution and enforceability of this Amendment and all documents executed in connection herewith, and such other matters as may be reasonably required by the Agent and its counsel; and (ix) a Subordination Agreement by and among the Agent (on behalf of the Lenders), the Borrowers, Holdings, and one or more Affiliates of the Borrowers or Holdings that are obligated to reimburse the issuer or issuers of the Additional Letters of Credit for any drawings under such Additional Letters of Credit, in substantially the form attached hereto as Attachment 5 hereto (the “L/C Reimbursement Subordination Agreement”)satisfied. (d) The Borrowers shall have paid to the Agent and the Lenders all reasonable and documented fees, costs, and expenses owed to and/or incurred by the Agent and the Lenders arising in connection with this Amendment and the documents and opinions executed and delivered in connection herewith and after giving effect to such payments, the funding of Loans and issuances of Letters of Credit on the Second Amendment Effective Date, and the payment by the Borrowers of all trade payables aged in excess of their due dates, Availability shall be greater than zero; (e) Holdings and the Borrowers shall have delivered to the Agent and the Lenders (i) the projections and consolidated operating budget of the Borrowers and their subsidiaries required to be delivered pursuant to Section 10.1.4(a)(vii) of the Loan Agreement for the 2009 Fiscal Year, and (ii) an operating report prepared by the Borrowers in the ordinary course of business for each of January 2009 and February 2009 containing the information set forth on Schedule 10.1.4(a)(ii) to the Loan Agreement, as amended hereby; (f) The Agent shall have received such other documents, corporate resolutions, corporate certificates, and information that the Agent shall require, each in form and substance satisfactory to the Agent; (g) All proceedings taken in connection with the transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Agent in its sole and absolute discretion; and (h) The Borrowers shall have received the prior written consent of the Term Loan Agent and the required number of lenders under the Term Loan Facility to this Amendment.