Common use of Lenders Clause in Contracts

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President ROYAL BANK OF AMERICACANADA, N.A., As a Lender, as an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Existing Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIABOKF, As a LenderNA, as an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Existing Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE Vice President XXXXXXX SACHS BANK OF TOKYO-MITSUBISHI UFJUSA, LTD., As a Lender, and as an Extending Existing Lender By: /s/ Xxxxxxx Xxxxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATIONAuthorized Signatory FIFTH THIRD BANK, As as a Lender, and an Extending New Lender By: /s/ Xxxxxxx Xxxxxxxx X Xxx Name: Xxxxxxxx X Xxx Title: Director SUNTRUST BANK, as a New Lender By: /s/ Xxxx Xxxxxxx Name: Xxxxxxx Xxxx Xxxxxxx Title: Vice President PNC MUFG UNION BANK, NATIONAL ASSOCIATION As N.A. as a Lender, and an Extending New Lender By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCVice President KEYBANK NATIONAL ASSOCIATION, As as a Lender, and an Extending New Lender By: /s/ Xxxxx Xxxxxxx Xxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxx Xxxx Xxxxxxxxxxx Title: Authorized Signatory Amendment NoVice President SCHEDULE I Commitments, Contact Information ADMINISTRATIVE AGENT/ ISSUING LENDER Xxxxx Fargo Bank, National Association Address: 0000 Xxxxxxx Xx., 0xx Xxxxx Xxxxxx, XX 00000 Attn: Xxx Xxxxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 LOAN PARTIES Borrower/Guarantors Address: 0000 Xxxxxxx Xx., Suite 200 Denver, CO 80203 Attn: Xx. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Xxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxx@xxxxxxxxxxxx.xxx Lender Commitment Xxxxx Fargo Bank, National Association $ 150,000,000 Royal Bank of Canada $ 87,500,000 BOKF, NA $ 62,500,000 Fifth Third Bank $ 41,666,667 SunTrust Bank $ 41,666,667 MUFG Union Bank, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By$ 41,666,667 Xxxxxxx Sachs Bank USA $ 37,500,000 KeyBank National Association $ 37,500,000 Total: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX $ 500,000,000 [SCHEDULE I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTTO CREDIT AGREEMENT – EXTRACTION]

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Senior Banker BMO BANK, N.A., As Administrative Agent, as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxxx Jxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxx Jxxxx X. Xxxxxxx Xxxxxxxx Title: Vice President Director BANK OF AMERICA, N.A., As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Txxxx Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Txxxx Xxxxxx Title: Vice President MIZUHO RXXXXXX JXXXX BANK, LTD., As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxx Mo Axxxxxxxx Xxxxxx Name: Xxxx Mo Axxxxxxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIASenior Vice President REGIONS BANK, As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxx Mxxx Xxxxxxxx Name: Xxxxxx Mxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO CREDIT AGRICOLE CORPORATE INVESTMENT BANK, N.A., As as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Director By: /s/ Jxxx Xxxx Name: Jxxx Xxxx X. Title: Director ASSOCIATED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Mxxxxxxx Xxxx Name: Mxxxxxxx Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AGCONSENTED TO AND AGREED: HEALTHPEAK: HEALTHPEAK PROPERTIES, CAYMAN ISLANDS BRANCHINC., As a Lender, and an Extending Lender Maryland corporation By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx Pxxxx X. Xxxxx Name: Xxxxxxxx Pxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJChief Financial Officer HEALTHPEAK OP: HEALTHPEAK OP, LTDLLC, a Maryland limited liability company By: HEALTHPEAK PROPERTIES, INC., As a LenderMaryland corporation, and an Extending Lender its Managing Member By: /s/ Xxxxxxx Xxxxxxxxx Pxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxxx Pxxxx X. Xxxxx Title: Director Amendment No. 2 Chief Financial Officer DOC DR HOLDCO, LLC, a Maryland limited liability company By: HEALTHPEAK OP, LLC, a Maryland limited liability company, its Sole Member By: HEALTHPEAK PROPERTIES, INC., a Maryland corporation, its Managing Member By: /s/ Pxxxx X. Xxxxx Name: Pxxxx X. Xxxxx Title: Chief Financial Officer DOC DR, LLC, a Maryland limited liability company By: DOC DR HXXXXX, LLC, a Maryland limited liability company, its Managing Member By: HEALTHPEAK OP, LLC., a Maryland limited liability company, its Sole Member By: HEALTHPEAK PROPERTIES, INC., a Maryland corporation, its Managing Member By: /s/ Pxxxx X. Xxxxx Name: Pxxxx X. Xxxxx Title: Chief Financial Officer EXHIBIT A COMPOSITE THIRD AMENDED AND RESTATED CREDIT AGREEMENT – CONFORMED THROUGH THE SECOND AMENDMENT AS OF MAY 24, 2023CONSENT AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AS OF FEBRUARY 21, 2024 (EFFECTIVE AS OF MARCH 1, 2024) THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 24, 2021, as amended March 31, 2023, May 24, 2023, and Extension Agreement March 1, 2024 among DOC DR, LLC (Xxxxxxxx Partners as successor to PHYSICIANS REALTY L.P.) U.S. BANK ), as Bxxxxxxx, PHYSICIANS REALTY TRUST, as Guarantor DOC DR HXXXXX, LLC (as successor to PHYSICIANS REALTY TRUST), HEALTHPEAK PROPERTIES, INC., and HEALTHPEAK OP, LLC as Guarantors THE LENDERS PARTY HERETO, KEYBANK NATIONAL ASSOCIATION, As a Lenderas Administrative Agent KEYBANC CAPITAL MARKETS, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a LenderBMO CAPITAL MARKETS, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 CITIZENS BANK, N.A. as Lead Arrangers and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 Co-Book Runners BMO CAPITAL MARKETS AND EXTENSION AGREEMENTCITIZENS BANK, N.A., as Co-Syndication Agents TABLE OF CONTENTS Page

Lenders. CITIBANKBANK OF AMERICA, N.A., As as Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank Agent By: /s/ Xxxxxxx Xxxx X. Xxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxx Title: Senior Vice President BANK OF AMERICA, N.A., As as a Lender, an Extending Lender, L/C Issuer and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Swing Line Lender By: /s/ Xxxx X. Xxxx Xxxxxxx Name: Xxxx X. Xxxx Xxxxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AGKEYBANK, CAYMAN ISLANDS BRANCHNATIONAL ASSOCIATION, As as a Lender, Lender and an Extending Lender L/C Issuer By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxx Xxxxxxx Name: Xxxxxx Xxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX CITIZENS BANK, N.A. As N.A., as a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxxx Xxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATIONVice President By: Name: Title: FIFTH THIRD BANK, As an Ohio banking corporation, as a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Xxxx Name: Xxxxxxxxx Xxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender Officer By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD[Signature Page to Credit Agreement] COMERICA BANK., As as a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC By: Name: Title: [Signature Page to Credit Agreement] XXXXXXX XXXXXXX BANK., NATIONAL ASSOCIATION As as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCDuly Authorized Signatory By: Name: Title: THE HUNTINGTON NATIONAL BANK., As as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Xxx X. Xxxxxxxxx Name: Xxxxx Xxxxxxx Xxx X. XxXxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Vice President By: Name: Title: BOKF, N.A. dba NA DBA BANK OF OKLAHOMA As OKLAHOMA., as a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxxxxx Name: J. Xxxx Xxxxxx Xxxxxxxxxxx Xxxxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender Vice President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT:

Lenders. CITIBANKBANK ONE, N.A.NA, As CANADA BRANCH as a Lender and as Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank Agent By: /s/ WM. XXXX XXXXXXX Name: Wm. Xxxx Xxxxxxx X. Title: Director, Xxxxxxx Xxxxxxx XXX XXXXXXX (XXXXXX) as a Lender and as Syndication Agent By: /s/ XXXXXX XXX Name: Xxxxxx Xxx Title: Assistant Vice President By: /s/ XXXXXXX XXXXXXXX Name: Xxxxxxx Xxxxxxxx Title: Director COMERICA BANK, CANADA BRANCH as a Lender By: /s/ XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Title: Vice President XXX XXXX XX XXXX XXXXXX as a Lender and as a Co-Documentation Agent By: /s/ XXXXX XXXXXXXXXX Name: Xxxxx Xxxxxxxxxx Title: Director XXXXXXXX XXXXX XXXX, XXXXXXX BRANCH as a Lender By: /s/ XXXXXXXXX XXXX Name: Xxxxxxxxx Xxxx Title: Vice President THE TORONTO-DOMINION BANK as a Lender and as a Co-Documentation Agent By: /s/ PARIN KANJI Name: Parin Kanji Title: Assistant Manager, Credit Administration and Compliance XXXXX XXXX XX XXXXXXXXXX XXXXXX BRANCH as a Lender By: /s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Vice President CREDIT SUISSE FIRST BOSTON TORONTO BRANCH as a Lender By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Director By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Vice President BANK OF AMERICA, AMERICA N.A., As by its Canada branch as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx XXXXXX SALES XX XXXXXXX Name: Xxxx X. Xxxx Xxxxxx Sales xx Xxxxxxx Title: Senior Vice Assistant Vice-President Amendment No. 2 and Extension Agreement 61 ANNEX A COMMITMENT PERCENTAGES LENDER COMMITMENT PERCENTAGE Xxxx Xxx, XX, Xxxxxx Branch BCE Place 000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 14.28571% Attention: Xxxxxxx X. Xxx, Director Telephone: 000.000.0000 Facsimile: 416.363.7574 BNP Paribas (Xxxxxxxx Partners L.P.Canada) CREDIT SUISSE AGSuite 4100, CAYMAN ISLANDS BRANCHRoyal Trust Tower 00 Xxxx Xxxxxx Xxxx Xxxxxxx, As a LenderXxxxxxx, and an Extending Lender ByXxxxxx X0X 0X0 13.33333% Attention: /s/ Xxxxx Xxxxx NameXxxxxx Xxx Telephone: 000.000.0000 Facsimile: 416.947.3538 The Bank of Nova Scotia 0000, 000-0xx Xx., X.X. Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 13.33333% Attention: Xxxxx Xxxxx TitleTelephone: Authorized Signatory By000.000.0000 Facsimile: /s/ 403.221.6431 Comerica Bank (Canada Branch) Xxxxx 0000, Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx 000 Xxx Xxxxxx Xxxxxxx Name: Xxxxxxx, Xxxxxxx, Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx NameX0X 0X0 9.52381% Attention: Xxxxx Xxxx/Xxxxx Xxxxx Telephone: 000.000.0000, ext. 237 (Xxxxx Xxxx) 416.367.3113, ext. 234 (Xxxxx Xxxxx) Facsimile: 416.367.3325 XXXxxxxx Xxxxx Xxxx, Xxxxxxx Title: Managing Director DNB CAPITAL LLCBranch 000 Xxx Xxxxxx, As a LenderXxxxx 0000 Royal Xxxx Xxxxx, and an Extending Lender By: /s/ Xxxxx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx NameX0X 0X0 4.76190% Attention: Xxxxxx Xxxxxx TitleTelephone: Senior Vice President By000.000.0000 Facsimile: /s/ 000.000.0000 00 Xxx Xxxxxxx-Xxxxxxxx Xxxx 00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 13.33333% Attention: Xxxxx Xxxxxx/Xxxx Xxxxxxxx Telephone: 000.000.0000 Facsimile: 416.982.8619 Union Bank of California, Canada Branch 000 0xx Xxx., X.X., Xxxxx 000 Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 11.90476% Attention: Xxxxx Xxxxxxxx/Xxxxxx Xxxxxx Telephone: 000.000.0000 (Xxxxx Xxxxxxxx) 323.278.7397 (Xxxxxx Xxxxxx) Facsimile: 403.264.2770 (Xxxxx Xxxxxxxx) 323.720.6173 (Xxxxxx Xxxxxx) Credit Suisse First Boston Toronto Branch 0 Xxxxx Xxxxxxxx Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK0000, N.A. As a LenderX.X. Xxx 000 Xxxxxxx, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADAXxxxxxx, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx NameX0X 0X0 12.38095% Attention: Xxxxx Xxxxxx TitleTelephone: Managing Director Amendment No. 2 000.000.0000 Facsimile: 000.000.0000 Bank of America N.A. (Canada Branch) 000 Xxxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X-0X0 7.14286% Attention: Xxxxxx Sales xx Xxxxxxx, AVP Telephone: 000.000.0000 Facsimile: 416.349.4283 With a copy to: Bank of America N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxxx, Xxxxx 00000-0000 Attention: Xxx Xxxxx, SVP Telephone: 000.000.0000 Facsimile: 214.209.9560 PRICING SCHEDULE APPLICABLE MARGIN Borrowing Base Usage Applicable Margin for Prime Rate Loans Applicable Margin for BA Rate Loans1 Applicable Margin for Unused Commitment Fee Greater than 100% 2.00% 3.00% .50% Greater than or equal to 90% and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, less than or equal to 100% 1.00% 2.00% .50% Greater than or equal to 75% and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 less than 90% .75% 1.75% .50% Greater than or equal to 50% and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTless than 75% .50% 1.50% .375% Less than 50% .25% 1.25% .375% 64 QuickLinks Exhibit 10.7 EXECUTION COPY

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, N.A.individually and as Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank N.A. By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Authorized Officer TORONTO DOMINION (TEXAS) LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorized Signatory BARCLAYS BANK PLC By: /s/ Xxxxxxxxxxx Xxx Name: Xxxxxxxxxxx Xxx Title: Vice President ROYAL BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender CANADA By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory SUNTRUST BANK By: /s/ Xxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President CITIZENS BANK, N.A. By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: Senior Vice President CITIBANK, N.A. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Managing Director COBANK, ACB By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President BANK OF AMERICA, N.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director XXXXXXX XXXXX BANK USA By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SYNOVUS BANK By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender BRANCH By: /s/ Xxxx X. Xxx Xxxxxxxx Name: Xxxx X. Xxx Xxxxxxxx Title: Director and By: /s/ Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL WOODFOREST NATIONAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxx Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President PNC BANKAddress: Woodforest National Bank 0000 Xxxx Xxxxxxx, NATIONAL ASSOCIATION As a LenderSuite 100 The Woodlands, and an Extending Lender ByTX 77380 Attn: /s/ Xxxx Xxxxx Xxxxxx NameTelephone: Xxxxx Xxxxxx Title(000) 000-0000 Facsimile: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT000-0000

Lenders. CITIBANKBANK ONE, NA, individually in its capacity as a Lender and in its capacity as Administrative Agent By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Director Signature Page to Atmos Energy Corporation Revolving Credit Agreement BANK OF AMERICA, N.A., As Administrative Agent, individually in its capacity as a Lender, an Extending Lender, Lender and an Issuing Bank in its capacity as Co-Documentation Agent By: /s/ Xxxxxxx XXXXXX X. Xxxxxxx XXXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement SUNTRUST BANK, individually in its capacity as a Lender and in its capacity as Co-Documentation Agent By: /s/ XXXX X. XXXXXX, XX. Name: Xxxx X. Xxxxxx, Xx. Title: Managing Director Signature Page to Atmos Energy Corporation Revolving Credit Agreement XXXXXXX XXXXX CAPITAL CORPORATION By: /s/ XXXXXX XXXXXXXXXXXX Name: Xxxxxx XxXxxxxxxxxx Title: Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement XXXXXXX XXXXX BANK USA By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank CEO Signature Page to Atmos Energy Corporation Revolving Credit Agreement SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxx Xxxxx CHIN-EAV EAP Name: Xxxxx Xxxxx Chin-Eav Eap Title: Director BARCLAYS Signature Page to Atmos Energy Corporation Revolving Credit Agreement KBC BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank N.V. By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx XXXXXX XXXXXXXX Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior First Vice President By: /s/ Xxxxx Xxxxx XXXX XXXXXX Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender Signature Page to Atmos Energy Corporation Revolving Credit Agreement UBS LOAN FINANCE LLC By: /s/ Xxxxx Xxxxxx XXXXXXX SAINT Name: Xxxxxxx Saint Title: Director, Banking Products Services, US By: /s/ XXXXXXX XXXXXXXX Name: Xxxxxxx Xxxxxxxx Title: Associate Director, Banking Products Services, US Signature Page to Atmos Energy Corporation Revolving Credit Agreement U.S. BANK N.A. By: /s/ XXXXX X. XXXXXXXXX Name: Xxxxx Xxxxxx X. Xxxxxxxxx Title: Managing Director Amendment No. 2 and Extension Vice President Signature Page to Atmos Energy Corporation Revolving Credit Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCWACHOVIA BANK, As a Lender, and an Extending Lender N.A. By: /s/ Xxxxx Xxxxxxx XXXX XXXXX Name: Xxxx Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.Vice President Schedule 1.1(a) BOKFCOMMITMENT PERCENTAGES Lenders Commitment Commitment Percentage XXXXXXX XXXXX BANK USA $ 600,000,000 35.3 % BANK ONE, NA $ 175,000,000 10.3 % BANK OF AMERICA, N.A. dba $ 175,000,000 10.3 % SUNTRUST BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION $ 175,000,000 10.3 % XXXXXXX XXXXX CAPITAL CORPORATION $ 150,000,000 8.8 % SOCIÉTÉ GÉNÉRALE $ 125,000,000 7.4 % KBC BANK N.V. $ 75,000,000 4.4 % UBS LOAN FINANCE LLC $ 75,000,000 4.4 % U.S. BANK N.A. $ 75,000,000 4.4 % WACHOVIA BANK, NEW YORK BRANCHN.A. $ 75,000,000 4.4 % Total $ 1,700,000,000 100 % Schedule 1.1(a) Schedule 1.1(b) PRICING SCHEDULE Applicable Percentage Level I Status Level II Status Level III Status Level IV Status Level V Status Level VI Status Eurodollar Rate 0.50 % 0.625 % 0.75 % 1.0 % 1.25 % 1.75 % Base Rate 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.25 % Commitment Fee 0.085 % 0.10 % 0.125 % 0.15 % 0.20 % 0.30 % Utilization Fee (when usage exceeds 33 1/3%) 0.125 % 0.125 % 0.125 % 0.125 % 0.125 % 0.25 % “Level I Status” exists at any date if, As a Lenderon such date, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INCthe Borrower’s Xxxxx’x Rating is A2 or better or the Borrower’s S&P Rating is A or better., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, N.A., As Administrative Agent, a Lender, an Extending Lender, individually and an Issuing Bank as Agent By: /s/ Xxxxxxx X. Xxxxxxx Name: Title: Address for Notices: See §19. COMERICA BANK By: Name: Xxxxxxx X. Xxxxxxx Xxxx Title: Vice President BANK OF AMERICAAddress for Notices: Comerica Bank 0000 Xxxxxx Xxxx, N.A.MC2390 Xxxxxx Xxxxx, As a LenderXxxxxxxx 00000 Attention: Xxxxxxx X. Xxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 FIFTH THIRD BANK, an Extending Lender, and an Issuing Bank Ohio banking corporation By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS Address for Notices: Fifth Third Bank 000 X. Xxxxxxxxx Xxxxx, XX: GRVR3A Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxx, Vice President Telephone: 000-000-0000 Facsimile: 000-000-0000 THE HUNTINGTON NATIONAL BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCHAssistant Vice President Address for Notices: The Huntington National Bank 000 Xxxxxx Xxxxxx, As a LenderXX-00 Xxxxxxxxx, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name00000 Attention: Xxxxx Xxxxxxx TitleXxxxxx Telephone: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By000-000-0000 Facsimile: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO000-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) 000-0000 U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender ASSOCIATION By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President PNC BANKAddress for Notices: U.S. Bank National Association 0000 Xxxxxx Xxxxxxxxx, NATIONAL ASSOCIATION As Xxxxx 000 XxXxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxxxx, ARM Telephone: 000-000-0000 Facsimile: 000-000-0000 EXHIBIT A-1 FORM OF [AMENDED AND RESTATED] REVOLVING CREDIT NOTE $______________ _____________ ___, 2015 FOR VALUE RECEIVED, the undersigned, GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a LenderDelaware limited partnership (“Maker”), hereby promises to pay to __________________________________ (“Payee”), or order, in accordance with the terms of that certain First Amended and Restated Credit Agreement, dated as of October 5, 2015, as from time to time in effect, by and among Maker, Gladstone Commercial Corporation, KeyBank National Association, for itself and as Agent, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCas a Revolving Credit Loan with daily interest from the date thereof, As computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a Lenderrate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment Nowith interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. 2 Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFnot otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, N.A. dba BANK OF OKLAHOMA As a LenderXxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Note is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment Noamount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. 2 All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and Extension Agreement spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (Xxxxxxxx Partners L.P.including the period of any renewal or extension thereof) TORONTO DOMINION BANKso that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, NEW YORK BRANCHthe entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, As a Lenderpursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. [This Note and certain other Notes being executed contemporaneously herewith are delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Original Credit Agreement.][1] The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment Noassent to extensions of time of payment or forbearance or other indulgence without notice. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC[1] To be included for notes issued on the Closing Date to the existing Lenders under the Original Credit Agreement., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT

Lenders. CITIBANKJPMORGAN CHASE BANK, N.A., As individually as Lender and Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank N.A as Lender By: /s/ Xxxxx Xxxxx Xxxxxxx X. Xxxxxxx, III Name: Xxxxx Xxxxx Xxxxxxx X. Xxxxxxx, III Title: Director Vice President BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank PLC as Lender By: /s/ Sydney Xxx X. Xxxxxx Name: Sydney Xxx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT XXXXX FARGO BANK, As a LenderNATIONAL ASSOCIATION, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President BNP PARIBAS By: /s/ Xxxxx X’Xxxxx Name: Xxxxx X’Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx XxXxxxx Name: Xxxxxxx Xxxxxx XxXxxxx Title: Managing Director JPMORGAN CHASE BANKCITIBANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxx D. Xxxxx XxXxxxxx Name: D. Xxxxx XxXxxxxx Title: Vice President Credit Suisse AG, Cayman Islands Branch, as Lender By: /s/ Xxx Xxxxxx Name: Xxxxxx Xxx Xxxxxx Title: Vice President MIZUHO BANKIf second signature is required: By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate DEUTSCHE BANK AG NEW YORK BRANCH, LTD., As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxx Mo X. Xxx Name: Xxxx Mo X. Xxx Title: Vice President XXXXXXX SACHS BANK USA, as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) KEYBANK NATIONAL ASSOCIATION, as Lender By: /s/ Xxxxx X Xxxxx Name: Xxxxx X Xxxxx Title: Senior Vice President XXXXXX XXXXXXX BANK, N.A., as Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory THE ROYAL BANK OF NOVA SCOTIASCOTLAND PLC, As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxx Xxxxxxxx X Xxxxxx Name: Xxxxxx Xxxxxxxx X Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANKVice President U.S. Bank National Association, N.A., As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANKVice President USB LOAN FINANCE LLC, As a Lender, and an Extending as Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Associate Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Associate Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATIONOF MONTREAL, As a Lender, and an Extending as Lender By: /s/ Xxxxxxx Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx X. Xxxxxx Title: Vice President PNC Director MIZUHO CORPORATE BANK, NATIONAL ASSOCIATION As a LenderLTD., and an Extending as Lender By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory THE BANK OF NEW YORK MELLON, as Lender By: /s/ XXXX XXXX Name: XXXX XXXX Title: VICE PRESIDENT If second signature is required: By: _____________________ Name: Title: THE BANK OF NOVA SCOTIA, as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCIf second signature is required: By: _____________________ Name: Title: The Bank of Tokyo-Mitsubishi UFJ, As a LenderLtd., and an Extending as Lender By: /s/ Chi-Xxxxx Xxxxxxx Xxxx Name: Chi-Xxxxx Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFVice President AMARILLO NATIONAL BANK, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending as Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxxxxx Xxxx Title: Managing Director Amendment NoVice President SCHEDULE 1.1A COMMITMENTS Lender Commitment JPMorgan Chase Bank, N.A. $37,755,102.06 Bank of America, N.A. $37,755,102.04 Barclays Bank PLC $37,755,102.04 Xxxxx Fargo Bank, N.A. $37,755,102.04 BNP Paribas $25,510,204.08 Citibank, N.A. $25,510,204.08 Credit Suisse AG, Cayman Islands Branch $25,510,204.08 Deutsche Bank AG New York Branch $25,510,204.08 Xxxxxxx Sachs Bank USA $25,510,204.08 KeyBank National Association $25,510,204.08 Xxxxxx Xxxxxxx Bank, N.A. $25,510,204.08 The Royal Bank of Scotland plc $25,510,204.08 U.S. Bank National Association $25,510,204.08 UBS Loan Finance LLC $25,510,204.08 Bank of Montreal $17,755,102.04 Mizuho Corporate Bank, LTD. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT$17,755,102.04 The Bank of New York Mellon $17,755,102.04 The Bank of Nova Scotia $17,755,102.04 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $17,755,102.04 Amarillo National Bank $5,102,040.82 All Lenders $500,000,000.00

Lenders. CITIBANKPNC BANK, N.A.NATIONAL ASSOCIATION, As Administrative Agent, as a Lender, an Extending Lender, Lender and as an Issuing Bank and Swingline Lender By: /s/ Xxxxxxx X. Xxxx Xxxxxxx Name: Xxxxxxx X. Xxxx Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT TRUIST BANK, As as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE Vice President FIFTH THIRD BANK, N.A.NATIONAL ASSOCIATION, As as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxx X. Xxxxxxxxx Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Bank of America, N.A., as a Lender By: /s/ Xxxxxxxx Partners L.P.) CREDIT SUISSE AGX. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Vice President HUNTINGTON NATIONAL BANK, CAYMAN ISLANDS BRANCHas a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: ABL Relationship Manager/ Vice President MUFG BANK, As LTD, as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 Vice President U.S. BANK NATIONAL ASSOCIATION, as a Lender and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and as an Extending Lender Issuing Bank By: /s/ Xxxx X. Xxx Xxxxxxxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Annex I Amended Credit Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTsee attached)

Lenders. CITIBANK, N.A., As SUNTRUST BANK as Administrative Agent, a Lender, an Extending Lender, Agent and an Issuing Bank Lender By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a LenderSUCCESSOR BY MERGER TO XXXXXXX XXXXX BANK USA By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President CITIBANK, an Extending LenderN.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President BNP PARIBAS By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director JPMORGAN CHASE BANK, and an Issuing Bank N.A. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: Name: Title: DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Vice President THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT Authorized Signatory XXXXXX XXXXXXX BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank N.A. By: /s/ Xxxx Mo Xxxxxx Name: Xxxx Mo Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank N.A. By: /s/ Xxxxx Xxxxxxxx Xxxxxxxxx Faith Name: Xxxxx Xxxxxxxx Xxxxxxxxx Faith Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANKUBS AG, As a Lender, and an Extending Lender STAMFORD BRANCH By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Associate Director By: /s/ Xxxxx Xxxxxxx Xxxxxx-Xxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx-Xxxxxx Title: Senior Vice President Director XXXXXXX XXXXX BANK USA By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender STREET CREDIT CORPORATION By: /s/ Xxxxxxx Xxxx X’Xxxxxx Name: Xxxxxxx Xxxx X’Xxxxxx Title: Authorized Signatory Amendment No. 2 Schedule 7.22 Structure and Extension Agreement Ownership of Subsidiaries (Xxxxxxxx Partners L.P.Expected Post-Merger) ROYAL BANK OF CANADARestricted or Name of Subsidiary Unrestricted Form of Organization Equity Ownership Buckeye Pipe Line Company, As a LenderL.P. Restricted Delaware limited partnership MainLine L.P. – 0.08% general partnership interest Buckeye Partners, L.P. – 99.92% limited partnership interest Buckeye Pipe Line Holdings, L.P. Restricted Delaware limited partnership MainLine L.P. – 0.32% general partnership interest Buckeye Partners, L.P. – 99.68% limited partnership interest Buckeye Gulf Coast Holdings I, LLC Restricted Delaware limited liability company Buckeye Pipe Line Holdings, L.P. – 100% of member interests Buckeye Gulf Coast Holdings II, LLC Restricted Delaware limited liability company Buckeye Pipe Line Holdings, L.P. – 100% of member interests Buckeye Gulf Coast Pipe Lines, L.P. Restricted Delaware limited partnership Buckeye Gulf Coast Holdings I, LLC – 1% general partnership interest Buckeye Gulf Coast Holdings II, LLC – 99% limited partnership interest Buckeye Texas Pipe Line Company, L.P. Restricted Delaware limited partnership Buckeye Gulf Coast Holdings I, LLC – 1% general partnership interest Buckeye Gulf Coast Holdings II, LLC – 99% limited partnership interest Restricted or Name of Subsidiary Unrestricted Form of Organization Equity Ownership Gulf Coast/Products GP Holding LLC Unrestricted Delaware limited liability company Buckeye Gulf Coast Holding II, LLC – 100% member interest Gulf Coast/Products Holding L.P. Unrestricted Delaware limited partnership Gulf Coast/Products GP Holding LLC – 1% general partnership interest Buckeye Gulf Coast Holdings II, LLC – 99% limited partnership interest Buckeye Products Pipe Line, L.P. Unrestricted Delaware limited partnership Gulf Coast/Products GP Holding LLC – 1% general partnership interest Gulf Coast/Products Holding L.P. – 62.34% limited partnership interest Gulf Coast Pipe Line, L.P. Unrestricted Delaware limited partnership Gulf Coast/Products GP Holding LLC – 1% general partnership interest Gulf Coast/Products Holding L.P. – 62.34% limited partnership interest Buckeye Terminals, LLC Restricted Delaware limited liability company Buckeye Pipe Line Holdings, L.P. – 100% of member interests Ferrysburg Terminal, LLC Restricted Delaware limited liability company Buckeye Terminals, LLC – 100% of member interests Buckeye Albany Terminal LLC Restricted Delaware limited liability company Buckeye Terminals, LLC – 100% of member interests NORCO Pipe Line Company, LLC Restricted Delaware limited liability company Buckeye Pipe Line Holdings, L.P. – 100% of member interests Wespac Pipelines – Reno, LLC Restricted Delaware limited liability company Buckeye Pipe Line Holdings, L.P. – 100% of member interests Wespac Pipelines – Memphis LLC Unrestricted Nevada limited liability company Buckeye Pipe Line Holdings, L.P. – 50% of member interests Restricted or Name of Subsidiary Unrestricted Form of Organization Equity Ownership Wespac Pipelines – San Diego LLC Unrestricted Delaware limited liability company Buckeye Pipe Line Holdings, L.P. – 100% of member interests Transport 4, LLC Unrestricted Delaware limited liability company Buckeye Pipe Line Company, L.P. – 25% of member interests West Shore Pipe Line Company Unrestricted Delaware corporation Buckeye Pipe Line Holdings, L.P. – 34.57% of outstanding stock West Texas LPG Pipeline Limited Partnership Unrestricted Texas limited partnership Buckeye Pipe Line Holdings, L.P. – 19.8% limited partnership interest and an Extending Lender By.2% general partnership interest Muskegon Pipeline LLC Unrestricted Delaware limited liability company Buckeye Pipe Line Holdings, L.P. – 40% of member interests Wood River Pipe Lines LLC Restricted Delaware limited liability company Buckeye Partners, L.P. – 100% of member interests Buckeye Pipe Line Transportation LLC Restricted Delaware limited liability company Buckeye Partners, L.P. – 100% of member interests Everglades Pipe Line Company, L.P. Restricted Delaware limited partnership MainLine L.P. – 1% general partnership interest Buckeye Partners, L.P. – 99% limited partnership interest Laurel Pipe Line Company, L.P. Restricted Delaware limited partnership MainLine L.P. – 1% general partnership interest Buckeye Partners, L.P. – 99% limited partnership interest Restricted or Name of Subsidiary Unrestricted Form of Organization Equity Ownership Buckeye Gas Storage LLC Restricted Delaware limited liability company Buckeye Partners, L.P. – 100% of member interests Lodi Gas Storage, L.L.C. Restricted Delaware limited liability company Buckeye Gas Storage LLC – 100% of member interests Buckeye Energy Holdings LLC Restricted Delaware limited liability company Buckeye Partners, L.P. – 100% of member interests Buckeye Energy Services LLC Restricted Delaware limited liability company Buckeye Energy Holdings LLC – 100% of member interests Buckeye Mexico Holdings LLC Restricted Delaware limited liability company Buckeye Gulf Coast Holdings II, LLC - 100% of member interests Buckeye GP Holdings L.P. Restricted Delaware limited partnership MainLine Management LLC – Non economic general partner interest Buckeye Partners, L.P. – 100% limited partner interest Buckeye GP LLC Restricted Delaware limited liability company Buckeye GP Holdings L.P. – 100% of member interests MainLine GP, Inc. Restricted Delaware corporation Buckeye GP LLC – 100% of outstanding stock Restricted or Name of Subsidiary Unrestricted Form of Organization Equity Ownership MainLine L.P. Restricted Delaware limited partnership MainLine GP, Inc. – 0.001% general partner interest Buckeye GP LLC – 99.999% limited partner interest Buckeye Partners, L.P. / SunTrust Credit Facility Investment Basket Section 9.03: /s/ Xxx X. Xxxxxxx NameInvestments, Loans and Advances: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 project loans investments Unrestricted Subsidiaries August 31, 2010 WesPac Pipelines — San Diego LLC — 11,303,066 WesPac Pipelines — Memphis LLC 42,238,108 (1,915,000 ) West Texas LPG Pipeline, Limited Partnership — 52,902,615 West Shore Pipe Line Company — 44,795,961 Muskegon Pipeline LLC — 14,437,600 Transport 4 — 349,502 Buckeye Products Pipe Line, L.P. — 17,266,963 Gulf Coast Pipe Line, L.P. — 6,066,770 TOTAL Investments and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTLoans $ 42,238,108 $ 145,207,477

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As as a Lender, an Extending Lender, Lender and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx /s/ Cxxxxxxxxxx X. Xxx Cxxxxxxxxxx X. Xxx Title: Director BARCLAYS BANK PLCVice President Cumulus Media Inc. Amendment No. 1 To Credit Agreement Signature Page WACHOVIA BANK, As a Lender, an Extending Lender, and an Issuing Bank NATIONAL ASSOCIATION By: Name: /s/ Sydney Jxxxxxx X. Xxxxxx Name: Sydney Jxxxxxx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Cumulus Media Inc. Amendment No. 2 and Extension 1 To Credit Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank Signature Page SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx /s/ Yxxxxxxxx Xxxxxxxxx Yxxxxxxxx Xxxxxxxxx Title: General Manager Cumulus Media Inc. Amendment No. 1 To Credit Agreement Signature Page ING Capital LLC By: Name: /s/ Wxxxxxx X. Xxxxx Wxxxxxx X. Xxxxx Title: Managing Director Cumulus Media Inc. Amendment No. 2 and Extension 1 To Credit Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANKSignature Page COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., N.A.“RABOBANK NEDERLAND”, As a Lender, an Extending Lender, and an Issuing Bank NEW YORK BRANCH By: /s/ Xxxxx Xxxxxxxx Name: /s/ Kxxxx Xxxxxx Kxxxx Xxxxxx Title: Executive Director By: Name: /s/ Bxxxx Xxxxxxx Bxxxx Xxxxxxx Title: Executive Director Cumulus Media Inc. Amendment No. 1 To Credit Agreement Signature Page U.S. BANK NATIONAL ASSOCIATION By: Name: /s/ Gxxx X. Xxxxxxxx Gxxx X. Xxxxxxxx Title: Vice President Cumulus Media Inc. Amendment No. 1 To Credit Agreement Signature Page CALYON, New York Branch By: Name: /s/ Dxxxxxx Xxxxx Xxxxxxxx Dxxxxxx Xxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender Group Head By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Mxxxxxx Gxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Gxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Cumulus Media Inc. Amendment No. 2 and Extension 1 To Credit Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender Signature Page The Royal Bank of Scotland plc By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx /s/ Vxxxxx Xxxxxxxxxx Vxxxxx Xxxxxxxxxx Title: Authorized Signatory Managing Director, TMT Cumulus Media Inc. Amendment No. 2 and Extension 1 To Credit Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender Signature Page Royal Bank of Canada By: Name: /s/ Xxx Mxxx X. Xxxxxxx Name: Xxx Mxxx X. Xxxxxxx Title: Authorized Signatory Cumulus Media Inc. Amendment No. 2 1 To Credit Agreement Signature Page CIT Lending Services Corporation By: Name: /s/ Sxxxx Xxxxxxx Sxxxx Xxxxxxx Title: Vice President Cumulus Media Inc. Amendment No. 1 To Credit Agreement Signature Page The Bank of New York by: BNY CML, Inc. as agent By: Name: /s/ Wxxxxxx Xxxxxxx Wxxxxxx Xxxxxxx Title: Managing Director Cumulus Media Inc. Amendment No. 1 To Credit Agreement Signature Page EXHIBIT A Published Deal CUSIP Number: 20000XXX0 CREDIT AGREEMENT dated as of June 7, 2006, among CUMULUS MEDIA INC., The Lenders Party Hereto and Extension Agreement (Xxxxxxxx Partners L.P.) BANK OF AMERICA, N.A., as Administrative Agent BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner WACHOVIA CAPITAL MARKETS, LLC, as Joint Lead Arranger and Joint Bookrunner WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent CALYON NEW YORK BRANCH, THE ROYAL BANK OF SCOTLAND PLC, GENERAL ELECTRIC CAPITAL CORPORATION, ROYAL BANK OF CANADA, U.S. BANK, NATIONAL ASSOCIATION, THE BANK OF NEW YORK, SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) ING CAPITAL LLC, As a Lender, as Co-Documentation Agents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment NoBorrowings 25 SECTION 1.03. 2 Terms Generally 25 SECTION 1.04. Accounting Terms; GAAP 25 ARTICLE II THE CREDITS 26 SECTION 2.01. Commitments; Term Loans 26 SECTION 2.02. Loans and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, Borrowings 26 SECTION 2.03. Requests for Borrowings 27 SECTION 2.04. Letters of Credit 28 SECTION 2.05. Funding of Borrowings 33 SECTION 2.06. Interest Elections 33 SECTION 2.07. Termination and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment NoReduction of Commitments 35 SECTION 2.08. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment NoRepayment of Loans; Evidence of Debt 35 SECTION 2.09. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment NoAmortization of Term Loans 36 SECTION 2.10. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NOPrepayment of Loans 37 SECTION 2.11. 2 AND EXTENSION AGREEMENTFees 38 SECTION 2.12. Interest 40 SECTION 2.13. Alternate Rate of Interest 40 SECTION 2.14. Increased Costs 41 SECTION 2.15. Break Funding Payments 42 SECTION 2.16. Taxes 43

Lenders. KEYBANK NATIONAL ASSOCIATION, as Administrative Agent and as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Vice President BANK OF AMERICA, N.A. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Executive Director XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Senior Vice President REGIONS BANK By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President SUNTRUST BANK By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Vice President AMENDED AND RESTATED CREDIT AGREEMENT - KEYBANK/KITE 2018] CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxx X. Xxxxxxx Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President BARCLAYS BANK PLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director CITIBANK, N.A., As Administrative Agent, a LenderN.A. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President FIFTH THIRD BANK, an Extending Lender, and an Issuing Bank Ohio banking corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President VP THE HUNTINGTON NATIONAL BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Xxxx X. Xxxxxxx Name: Xxxxx Xxxxx Xxxx X. Xxxxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT Assistant Vice President XXXXXXX XXXXX BANK, As a Lender, an Extending Lender, and an Issuing Bank N.A. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE Senior Vice President ASSOCIATED BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Xxxxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) [SIGNATURE PAGE TO FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a AGREEMENT - KEYBANK/KITE 2018] SCHEDULE 1 Revolving Loan Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx NameRevolving Loan Commitment Amount: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKKeyBank National Association $ 55,000,000.00 Bank of America, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF$ 55,000,000.00 JPMorgan Chase Bank, N.A. dba BANK OF OKLAHOMA As a Lender$ 55,000,000.00 Capital One, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANKNational Association $ 45,000,000.00 Fifth Third Bank $ 45,000,000.00 PNC Bank, NEW YORK BRANCHNational Association $ 45,000,000.00 Regions Bank $ 45,000,000.00 SunTrust Bank $ 45,000,000.00 U.S. Bank National Association $ 45,000,000.00 Xxxxx Fargo Bank, As a LenderNational Association $ 45,000,000.00 Barclays Bank PLC $ 30,000,000.00 Citibank, and an Extending Lender By: /s/ N.A. $ 30,000,000.00 The Huntington National Bank $ 30,000,000.00 Xxxxxxx Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC.Bank, As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTN.A. $ 30,000,000.00

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A.N.A. a national banking association By /s/ Xxxxxx X. Xxxx Its Senior Vice President Address: Bank of America Tower WA1-501-35-01 000 Xxxxx Xxxxxx, As Xxxxx 00 Xxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxx Strategy Team Telephone: (000) 000-0000 Telefax: (000) 000-0000 BANK ONE, NA a Lendernational banking association By /s/ Xxxxxxx X. Xxxxx Its XXXXXXX X. XXXXX DIRECTOR, an Extending LenderCAPITAL MARKETS Address: Bank One NA IL1-0315 0 Xxxx Xxx Xxxxx Xxxxxxx, and an Issuing Bank ByXX 00000 Attn: Xxxxxxx Xxxxx Telephone: (000) 000-0000 Telefax: (000) 000-0000 XXXXXXXXXXX XXXXXXXXXXXXXXXXXX, XXX XXXX AND GRAND CAYMAN BRANCHES a German banking corporation By /s/ R. Xxxxxxx Xxxxxxxxxxxxx Its R. Xxxxxxx Xxxxxxxxxxxxx Vice President By /s/ Xxxxx X. Xxxxxxxx Its Xxxxx NameX. Xxxxxxxx Senior Vice President Address: Commerzbank AG 2 World Financial Xxxxxx, Xxxxx 00 Xxx Xxxx, XX 00000 Telephone: (000) 000-0000 Telex: (000) 000-0000 U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxxxx Xxxx Its XXXXXXX XXXX VICE PRESIDENT Address: 0000 Xxxxx Xxxxxx, Xxxxx 00, XXX000 Xxxxxxx, XX 00000 Attn: Xxxxxxx Xxxx Telephone: (000) 000-0000 Telefax: (000) 000-0000 FLEET NATIONAL BANK a national banking association By /s/ Xxxxxx X. Xxxx Its Senior Vice President Address: 000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Illegible Telephone: (000) 000-0000 Telefax: (000) 000-0000 KEYBANK NATIONAL ASSOCIATION a national banking association By /s/ Illegible Its Vice President Address: CO-02-WT-0401 0000 Xxxxxxxx Xxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Telephone: (000) 000-0000 Telefax: (000) 000-0000 LASALLE BANK NATIONAL ASSOCIATION By /s/ Xxxx Xxxxxxxxxx Its First Vice President Address: 000 Xxxxx TitleXxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attn: Director BARCLAYS Xxxx Xxxxxxxxxx Telephone: (000) 000-0000 Telefax: (000) 000-0000 WASHINGTON MUTUAL BANK PLCa Washington banking corporation By /s/ Xxxx Xxx Its Assistant Vice President Address: WMT 1445 0000 Xxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, As XX 00000 Attn: Xxxx Xxx Telephone: (000) 000-0000 Telefax: (000) 000-0000 XXX XXXX XX XXXX XXXXXX a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: Canadian banking corporation By /s/ Xxxxxxx Xxxxxx NameIts Director Address: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK000 X.X. 0xx Xxxxxx, N.A.Xxxxx 000 Xxxxxxxx, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx NameXX 00000-0000 Attn: Xxxxxx Xxxxxx TitleTelephone: Vice President MIZUHO BANK(000) 000-0000 Telefax: (000) 000-0000 SUNTRUST BANK a Georgia banking corporation By /s/ Xxxxx X. Xxxxxxxx Its VICE PRESIDENT Address: SunTrust Bank 0000 Xxxxx Xxxxxxxxx, LTD.#820 Vienna, As VA 22182 Attn: Xxxxx X. Xxxxxxxx Telephone: (000) 000-0000 Telefax: (000) 000-0000 BANK HAPOALIM B.M. a Lenderbanking corporation of Israel By /s/ Xxxxx Xxxxxxxxx Its VP By /s/ Illegible Its FVP Address: Bank Hapoalim B.M. 1177 Avenue of the Xxxxxxxx Xxxxx 00 Xxx Xxxx, an Extending Lender, and an Issuing Bank ByXX 00000 Attn: /s/ Xxxx Mo NameXxxxx Xxxxxxxxx Telephone: Xxxx Mo Title(000) 000-0000 Telefax: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) THE 000-0000 AGENT: BANK OF NOVA SCOTIAAMERICA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: N.A. By /s/ Xxxx X. Xxxx NameXxxxx Its Vice President Address: Bank of America Tower WA1-501-37-20 000 Xxxxx Xxx., Xxxxx 00 Xxxxxxx, XX 00000-0000 Attn: Xxxx X. Xxxx TitleXxxxx Commercial Agency Management Telephone: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By000-0000 Telefax: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO000-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT0000

Lenders. CITIBANKCOBANK, N.A.ACB, As individually and as Lead Arranger, Swing Line Lender and Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank Agent By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx TitleJxxxx Xxxxxx Its: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, individually and an Issuing Bank as Syndication Agent By: /s/ Dxxxxx X. Xxxxx Xxxxx NameIts: Xxxxx Xxxxx Title: Director BARCLAYS Vice President BANK PLCOF MONTREAL, As a Lender, an Extending Lender, individually and an Issuing Bank as Syndication Agent By: /s/ Sydney X. Xxxxxx NameMxxxxx Xxxx Its: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANKVice President COÖPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A., As a Lender“RABOBANK NEDERLAND”, an Extending LenderNEW YORK BRANCH, individually and an Issuing Bank as Documentation Agent By: /s/ Xxxxx Xxxxxxx NameD. Sxxxx Xxxxxx Its: Xxxxx Xxxxxxx Title: Managing Executive Director By: /s/ Xxxxxxx Rxxxxxx X. Xxxxxx NameIts: Xxxxxxx Xxxxxx Title: Managing Executive Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension {SIGNATURE PAGE TWO OF THREE TO AMENDED AND RESTATED CREDIT AGREEMENT} 85589953 National Beef Packing Company Credit Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, individually and an Extending Lender as Documentation Agent By: /s/ Xxxxxxx Xxxxxxx NameTxxxxx X. Xxxxxx Its: Xxxxxxx Xxxxxxx Title: Senior Vice President PNC WXXXX FARGO BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Jxxx X. Xxxxxx NameIts: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCVice President UMB BANK, As a Lender, and an Extending Lender N.A. By: /s/ Xxxxx Xxxxxxx NameTxxxxx X. Xxxxxxxxx Its: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFCommunity Bank President AMERICAN AGCREDIT, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender PCA By: /s/ J. Xxxx Xxxxxx NameGxxx Van Schuyver Its: J. Xxxx Xxxxxx TitleVice President {SIGNATURE PAGE THREE OF THREE TO AMENDED AND RESTATED CREDIT AGREEMENT} 85589953 National Beef Packing Company Credit Agreement Exhibit 1A to Amended and Restated Credit Agreement Loan Commitment Amounts and Percentages Swing Line Loan Commitments Name of Lender Pro Rata Percentage Commitment Amount CoBank, ACB 100.000000000% $30,000,000.00 (Swing Line Loans) Line of Credit Loan Commitments Name of Lender Pro Rata Percentage Commitment Amount CoBank, ACB 55.200000000% $138,000,000.00 Bank of America, N.A. 8.000000000% $20,000,000.00 Bank of Montreal 8.000000000% $20,000,000.00 Rabobank Nederland 8.000000000% $20,000,000.00 U.S. Bank National Association 8.000000000% $20,000,000.00 Wxxxx Fargo Bank, National Association 8.000000000% $20,000,000.00 UMB Bank, N.A. 3.200000000% $8,000,000.00 American AgCredit, PCA 1.600000000% $4,000,000.00 TOTAL: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK100.000000000% $250,000,000.00 Term Loan Commitments Name of Lender Pro Rata Percentage Commitment Amount CoBank, NEW YORK BRANCHACB 55.200000000% $207,000,000.00 Bank of America, As a LenderN.A. 8.000000000% $30,000,000.00 Bank of Montreal 8.000000000% $30,000,000.00 Rabobank Nederland 8.000000000% $30,000,000.00 U.S. Bank National Association 8.000000000% $30,000,000.00 Wxxxx Fargo Bank, and an Extending Lender ByNational Association 8.000000000% $30,000,000.00 UMB Bank, N.A. 3.200000000% $12,000,000.00 American AgCredit, PCA 1.600000000% $6,000,000.00 TOTAL: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT100.000000000% $375,000,000.00 85589953.12 1-A-2

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent Loan Amount: $40,000,000.00 Percentage: 18.60465% By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Senior Banker XX XXXXXX XXXXX BANK, N.A., As Administrative Agentas a Lender Loan Amount: $40,000,000.00 Percentage: 18.60465% By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Associate ROYAL BANK OF CANADA, as a LenderLender Loan Amount: $40,000,000.00 Percentage: 18.60465% By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Authorized Signatory CITICORP NORTH AMERICA, an Extending LenderINC., and an Issuing Bank as a Lender Loan Amount: $25,000,000.00 Percentage: 11.62790% By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLCUMB BANK, As N.A., as a Lender, an Extending Lender, and an Issuing Bank Lender Loan Amount: $20,000,000.00 Percentage: 9.30233% By: /s/ Sydney Xxxxxx X. Xxxxxx Name: Sydney Xxxxxx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By110 BARCLAYS BANK PLC, as a Lender Loan Amount: /s/ Xxxxx Xxxxx Name$20,000,000.00 Percentage: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender 9.30233% By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) XXXXXXX SACHS LENDING PARTNERS LLC, As as a LenderLender Loan Amount: 20,000,000.00 Percentage: 9.30233% By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory BANK MIDWEST, and an Extending N.A., as a Lender Loan Amount $10,000,000.00 Percentage: 4.65116% By: /s/ Xxxxx Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Title: Authorized Signatory Amendment NoSr. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFVP Commercial Lending 111 EXHIBIT B REVOLVING CREDIT NOTE $ .00 June ___, N.A. dba BANK OF OKLAHOMA As 2009 FOR VALUE RECEIVED, the undersigned, 30 WEST PERSHING, LLC, a LenderMissouri limited liability company, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANKENTERTAINMENT PROPERTIES TRUST, NEW YORK BRANCHa real estate investment trust, As a Lenderduly organized under the laws of the state of Maryland, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC EPT DOWNREIT II, INC., As a LenderMissouri corporation, EPT HUNTSVILLE, INC., a Delaware corporation, EPT PENSACOLA, INC., a Missouri corporation, MEGAPLEX FOUR, INC., a Missouri corporation, WESTCOL CENTER, LLC, a Delaware limited liability company, and EPT MELBOURNE, INC., a Missouri corporation (severally, a “Borrower” and collectively, the “Borrowers”), each with an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment Noaddress at c/o Entertainment Properties Trust, 00 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx Xxxx, XX 00000, jointly and severally hereby promises to pay to the order of (“Payee”) at the office of KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (“Agent”), in accordance with the terms of that certain Amended and Restated Master Credit Agreement, dated as of June 30, 2009, as from time to time in effect, among Borrowers, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein, (the “Credit Agreement”), to the extent not sooner paid, on or before the Maturity Date, the principal sum of and 00/100 Dollars ($ .00), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. 2 Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and Extension Agreement not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. This Note is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Borrowers and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Borrowers or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Borrowers, such excess shall be refunded to the undersigned Borrowers. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Borrowers (Xxxxxxxx Partners L.P.including the period of any renewal or extension thereof) ANNEX I TO AMENDMENT NOso that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. 2 AND EXTENSION AGREEMENTIn case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to the conflict of laws rules of any jurisdiction other than New York General Obligations Law, Section 5-1401). The undersigned Borrowers and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice.

Lenders. JPMORGAN CHASE BANK, N.A., as Lender By: /s/ Exxx X’Xxxxxx Name: Exxx X’Xxxxxx Title: Managing Director DEUTSCHE BANK AG NEW YORK BRANCH, as Lender By: /s/ Jxxx XxXxxx Name: Jxxx X. XxXxxx Title: Director By: /s/ Kxxxxxxx Xxxxxx Name: Kxxxxxxx Xxxxxx Title: Director CREDIT AGREEMENT BARCLAYS BANK PLC, as Lender By: /s/ Axxxxx Xxxxx Name: Axxxxx Xxxxx Title: Vice President UBS AG, STAMFORD BRANCH, as Lender By: /s/ Mxxx X. Xxxxx Name: Mxxx X. Xxxxx Title: Associate Director By: /s/ Ixxx X. Xxxx Name: Ixxx X. Xxxx Title: Associate Director COMMERZBANK AG, New York and Grand Cayman Branches, as Lender By: /s/ Pxxx Xxxxxx Name: Pxxx Xxxxxx Title: Vice President By: /s/ Mxxxxxx XxXxxxxx Name: Mxxxxxx XxXxxxx Title: Managing Director CREDIT AGREEMENT CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxxx Pxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxx Pxxxx X. Xxxxxxx Xxxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxx Xxxxxxx Cxxxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxx Cxxxxxx Xxxxxxxxxx Title: Managing Director By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Managing Director HSBC BANK USA, NATIONAL ASSOCIATION, as Lender By: /s/ Jxxx X. Xxxxxxx Name: Jxxx X. Xxxxxxx Title: Vice President – Global Banking FIG BANK OF AMERICA, N.A., as Lender By: /s/ Dxxxx Xxxxxx Name: Xxxxxxx Dxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIANEW YORK MELLON, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending as Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Mxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Mxxxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLCCREDIT AGREEMENT LLOYDS TSB BANK PLC, As a Lender, and an Extending as Lender By: /s/ Xxxxxx Xxxxxx Sxxxx Xxxxx Name: Xxxxxx Xxxxxx Sxxxx Xxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Mxxxxx Xxxxxxxx Name: Xxxxx Xxxxx Mxxxxx Xxxxxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKSenior Vice President MIZUHO CORPORATE BANK LIMITED, N.A. As a Lender, and an Extending as Lender By: /s/ Xxxxxxx Xxxx Dxxxx Xxx Name: Xxxxxxx Xxxx Dxxxx Xxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL THE BANK OF CANADANOVA SCOTIA, As a Lender, and an Extending as Lender By: /s/ Xxx X. Xxxxxxx Dxxxx Xxxxxxxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Dxxxx Xxxxxxxxxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a LenderNEW YORK BRANCH, and an Extending as Lender By: /s/ Xxxxxxx Xxxxxxxxx Rxxx Xxxxx Name: Xxxxxxx Xxxxxxxxx Rxxx Xxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK Authorized Signatory WXXXX FARGO BANK, NATIONAL ASSOCIATION, As a Lender, and an Extending as Lender By: /s/ Xxxxxxx Xxxxxxx Wxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxx Wxxxxxx X. Xxxxx Title: Director CREDIT AGREEMENT BNP PARIBAS, as Lender By: /s/ Nair P. Raghu Name: Nair P. Raghu Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Jxxxxx Xxxxxx Name: Xxxxx Jxxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCGXXXXXX SXXXX BANK USA, As a Lender, and an Extending as Lender By: /s/ Xxxxx Xxxxxxx Mxxx Xxxxxx Name: Xxxxx Xxxxxxx Mxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFLANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, N.A. dba BANK OF OKLAHOMA As a LenderNew York Branch, and an Extending as Lender By: /s/ J. Xxxx Xxxxxx Sxxxxx X. Xxxxxxx Name: J. Xxxx Xxxxxx Sxxxxx X. Xxxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION Senior Vice President Financial Institutions Public Finance By: /s/ Ixxxx Xxxxxxx Name: Ixxxx Xxxxxxx Title: Assistant Vice President Financial Institutions Public Finance MXXXXX SXXXXXX BANK, NEW YORK BRANCHN.A., As a Lender, and an Extending as Lender By: /s/ Sxxxxxxx Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Sxxxxxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC.CREDIT AGREEMENT COMERICA BANK, As a Lender, and an Extending as Lender By: /s/ X.X. Xxxx Chatphet Saipetch Name: X.X. Xxxx Chatphet Saipetch Title: Vice President THE ROYAL BANK OF SCOTLAND PLC, as Lender By: /s/ Gxxxxx X. Xxxxx Name: Gxxxxx X. Xxxxx Title: Vice President JPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ Exxx X’Xxxxxx Name: Exxx X’Xxxxxx Title: Managing Director Amendment No. 2 THE BANK OF NEW YORK MELLON, as Collateral Agent By: /s/ Cxxxx Xxxx Xxxx Name: Cxxxx Xxxx Xxxx Title: Senior Associate CREDIT AGREEMENT SCHEDULE II Indebtedness and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTLiens Part A – Indebtedness

Lenders. CITIBANKLender Proportionate ------ Share* ------ ABN AMRO BANK N.V. 33.33333333% Applicable Lending Office: ABN AMRO Bank N.V. San Francisco Representative Xxxxxx 000 Xxxxxxxxxx Xxxxxx, N.A.Xxxxx 0000 Xxx Xxxxxxxxx, As Administrative AgentXX 00000-0000 Address for Notices: Credit Administration: ABN AMRO Bank N.V. 000 X. XxXxxxx Street, Suite 1500 Chicago, IL 60604-1003 Attn: Xxxxxx Xxxxxxx Credit Administration Telephone: (000) 000-0000 Fax No.: (000) 000-0000 With a Lendercopy to: ABN AMRO Bank N.V. 000 Xxxxxxxxxx Xxxxxx, an Extending LenderXxxxx 0000 Xxx Xxxxxxxxx, and an Issuing XX 00000-0000 Attn: Xxxxxx Xxxxxxx Vice President Telephone: (000) 000-0000 Fax No: (000) 000-0000 Notices of Borrowing, Etc.: ABN AMRO Bank ByN.V. Capital Markets Syndication Group 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attn: /s/ Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Fax No: (000) 000-0000 Wiring Instructions: ABN AMRO Bank N.V. ABA #: 000000000 F/O ABN AMRO Bank N.V. Chicago Branch CPU Account #: 650-001-1789-41 Reference: Adac Laboratories * To be expressed as a percentage rounded to the eighth digit to the right of the decimal point. Lender Proportionate ------ Share* ------ SANWA BANK CALIFORNIA 24.00000000% Applicable Lending Office: San Xxxx CBC 000 Xxxxxxx Xxxxxxxxx Xxx Xxxx, XX 00000-0000 Address for notices: 000 Xxxxxxx Xxxxxxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxxxxx X. Xxxxxxx Telephone No: (000) 000-0000 Telecopier No: (000) 000-0000 Wiring Instructions: Sanwa Bank California 000 Xxxxxxx Xxxxxxxxx Xxx Xxxx, XX 00000 ABA No. 000000000 Account No: 1129-92463 Reference: Commercial Loan No. 00-0000000-0 For Further Credit To: ADAC Laboratories * To be expressed as a percentage rounded to the eighth digit to the right of the decimal point. Lender Proportionate ------ Share* ------ BANQUE NATIONALE DE PARIS 14.66666666% Applicable Lending Office: Banque National de Paris, San Xxxxxxxxx Xxxxxx 000 Xxxxxxxxxx Xxxxxx, 3rd Floor San Francisco, CA 94104 Address for Notice: 000 Xxxxxxxxxx Xxxxxx, 3rd Floor San Francisco, CA 94104 Attention: Xxxxx Xxxxxx, Vice President Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Telex: RCA 278900 (Answerback: BNPs UR) Wiring Instructions Federal Reserve Bank of San Francisco San Francisco, California ABA Number: 000000000 Account Name: Xxxxxxx X. Xxxxxxx TitleBanque Nationale de Paris, San Xxxxxxxxx Xxxxxx Reference: Vice President ADAC Laboratories * To be expressed as a percentage rounded to the eighth digit to the right of the decimal point. Lender Proportionate ------ Share* ------ UNION BANK OF AMERICACALIFORNIA, N.A.N.A. 14.66666666% Applicable Lending Office: Union Bank of California, As a LenderN.A. 000 Xxxxxxxxxx Xxxxxx Xxx Xxxxxxxxx, an Extending LenderXX 00000 Address for Notice: cc: Notification ---------------- Union Bank of California, and an Issuing Bank By: /s/ N.A. Xxxxx Xxxxx Northern California Commercial 00 Xxxxxxx Xxxx. Banking Division Suite 200 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000 Tel.: 408/000-0000 Attention: Xxx Xxxxx Fax: 408/000-0000 Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Wiring Instructions: Union Bank of California, N.A. 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 ABA Number: 000-000-000 Account Number: 070-196431 Account Name: Xxxxx Xxxxx TitleWire Transfer Clearing Attention: Director BARCLAYS BANK PLC, As Commercial Loan Operations Reference: ADAC Laboratories (include any additional information needed to process transaction) * To be expressed as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment Nopercentage rounded to the eighth digit to the right of the decimal point. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Lender Proportionate ------ Share* ------ XXXXX FARGO BANK, N.A.N.A. 13.33333333% Applicable Lending Office: Xxxxx Fargo Bank, As a LenderN.A. 000 Xxxx Xxxxxx Xxxxx, an Extending LenderXxxxx Xxxxx Xxx Xxxx, and an Issuing XX 00000 Address for Notice: Xxxxx Fargo Bank, N.A. Commercial Bank By: /s/ Loan Center 000 Xxxxx Xxxxxxxx NameXxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx TitleTelephone: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) COMPASS BANK, As a Lender, and an Extending Lender By000-0000 Telecopier: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name000-0000 Wiring Instructions: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKFargo Bank, N.A. As San Francisco, CA ABA Number: 000-000-000 BNF: Member SYN/AC-2712-507201 Reference: ADAC LABORATORIES * To be expressed as a Lenderpercentage rounded to the eighth digit to the right of the decimal point. SCHEDULE 1.01(a) PRICING GRID APPLICABLE MARGINS DEBT/ QUARTER BASE LIBOR COMMITMENT EBITDA LEVEL(2) RATE LOANS FEE RATIO(1) LOANS PERCENTAGE -------- --------- ----- ----- ---------- LESS THAN OR EQUAL TO 0.50 1 0% 1.000% 0.250% GREATER THAN 0.50 2 0% 1.500% 0.375% LESS THAN 1.00 GREATER THAN 1.00, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA3 0% 2.000% 0.500% LESS THAN 1.50 GREATER THAN 1.50, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I 4 0% 2.250% 0.625% LESS THAN OR EQUAL TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT2.00 GREATER THAN 2.00 5 0% 2.500% 0.750% --------------------

Lenders. CITIBANKBANK OF MONTREAL, N.A., As Administrative Agent, a as Lender, an Extending Swingline Lender, Lead Swap Arranger and an Issuing Bank Fronting Letter of Credit Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Direction By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director, Corporate Finance BANK OF MONTREAL, CHICAGO BRANCH, as Lender, By: /s/ Xxxxxxx Xxxxxx Xxxx Name: Xxxxxxx Xxxxxx Xxxx Title: Vice President By: Name: Title: THE TORONTO-DOMINION BANK, as Lender and Co-Syndication Agent By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Director, National Accounts By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Associate Vice President Credit BANK OF AMERICANOVA SCOTIA, N.A.as Lender and Co- Syndication Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director, As a National Accounts By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Director, National Accounts CANADIAN IMPERIAL BANK OF COMMERCE, as Lender, an Extending By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Associate, Authorized Signatory By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President, Authorized Signatory NATIONAL BANK OF CANADA, as Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxxxx Title: Director By: /s/ Xxxxx Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxxx Title: Associate Director BARCLAYS BUSINESS DEVELOPMENT BANK PLCOF CANADA, As a as Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Director, Syndicated Financing By: /s/ Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx Title: Managing Director JPMORGAN CHASE BANKAssociate Director, N.A.Syndicated Financing HSBC BANK CANADA, As a as Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANKDirector, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory Corporate Banking By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 Senior Director & Term Lead,Corporate Banking BORROWERS: TUCOWS INC., as Parent and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender U.S. Borrower By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTDTreasurer and Chief Financial Officer Address: 00 Xxxxx Xxx., As a LenderToronto, and an Extending Lender ByON M6K 3M1 Attention: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTXxxxx

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, N.A., As Administrative Agent, individually as a Lender, an Extending Lender, Lender and an Issuing Bank as the Agent By: /s/ Xxxxxxx Mxxxxxxx X. Xxxxxxxxxx Name: Mxxxxxxx X. Xxxxxxxxxx Title: Vice President REGIONS BANK By: /s/ Pxxx X. Xxxxxx Name: Pxxx X. Xxxxxx Title: Vice President CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Authorized Signatory BMO HXXXXX BANK N.A. By: /s/ Lxxxx Xxxxx Name: Lxxxx Xxxxx Title: Director CITIZENS BANK, NATIONAL ASSOCIATION By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Sr. Vice President KeyBank/Healthcare Trust Operating Partnership, L.P. Signature Page to Fourth Amendment to Senior Secured Revolving Credit Agreement SYNOVUS BANK By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Director (SEAL) COMERICA BANK By: /s/ Cxxxxxx Xxxxxxx Name: Xxxxxxx X. Cxxxxxx Xxxxxxx Title: Vice President BANK OF AMERICA(SEAL) KeyBank/Healthcare Trust Operating Partnership, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT

Lenders. CITIBANKJPMORGAN CHASE BANK, N.A., As N.A. as a Lender and as the Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank Agent By: /s/ Xxxxxxx Axxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxx Axxxxxx X. Xxxxxxx Xxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank N.A. By: /s/ Sxxxxx Xxxxx Xxxxx Hxxxx Name: Sxxxxx Xxxxx Xxxxx Horos Title: Director Vice President BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank PLC By: /s/ Sydney X. Dxxxx Xxxxxx Name: Sydney X. Dxxxx Xxxxxx Title: Associate Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank BNP P ARIBAS By: /s/ Xxxxx Xxxxxxx Axxxxx Xxxxxx Name: Xxxxx Xxxxxxx Axxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Txxxxx Xxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Txxxxx Xxxxx Title: Vice President MIZUHO BANKCITICORP USA, LTD., As a Lender, an Extending Lender, and an Issuing Bank INC. By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx Rxxxxxx X. Xxxxx Name: Xxxxxxxx Rxxxxxx X. Xxxxx Title: Director LXXXXX COMMERCIAL PAPER INC. By: /s/ Jxxxxx X. Xxxxxx Name: Jxxxxx X. Xxxxxx Title: Authorized Signatory THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.. CHICAGO BRANCH (f/k/a The Bank of Tokyo – Mitsubishi, As a LenderLtd., and an Extending Lender Chicago Branch) By: /s/ Xxxxxxx Xxxxxxxxx Tsuguyuki Umene Name: Xxxxxxx Xxxxxxxxx Tsuguyuki Umene Title: Director Amendment No. 2 and Extension Agreement Deputy General Deputy WXXXXXX STREET COMMITMENT CORPORATION (Xxxxxxxx Partners L.P.Recourse only to assets of Wxxxxxx Street Commitment Corporation) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Assistant Vice President ING BANK, N.V., DUBLIN BRANCH By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Vice President By: /s/ Axxxx Xxxxx Name: Axxxx Xxxxx Title: Vice President THE NORTHERN TRUST COMPANY By: /s/ Axx Xxxxxxx Name: Axx Xxxxxxx Title: 2nd Vice President THE BANK OF NEW YORK By: /s/ Wxxxxx X. Xxxxxxx Name: Wxxxxx X. Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender AUSTRALIA BANK By: /s/ Xxxxx Exxxxxx Xxxxxxx Name: Exxxxxx Xxxxxxx Title: Senior Vice President and Head of Corporate Banking U.S. BANK, N.A. By: /s/ Jxxxx X. XxXxxxx Name: Jxxxx X. XxXxxxx Title: Senior Vice President EXTENSION AGREEMENT JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement referred to below 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Gentlemen: The undersigned hereby agrees to extend, effective October 10, 2006, the Commitment Termination Date under the Credit Agreement dated as of November 14, 2005 (the “Credit Agreement”) among Nxxxxx Rubbermaid Inc., a Delaware corporation (the “Company”), the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), for one year to November 14, 2011. Terms defined in the Credit Agreement are used herein with the same meaning. This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. By: Name: Title: Agreed and accepted: NXXXXX RUBBERMAID INC. By: /s/ Dxxxxxx X. Xxxxxx Name: Dxxxxxx X. Xxxxxx Title: Vice President – Treasurer JPMORGAN CHASE BANK, N.A., as Administrative Agent By: /s/ Axxxxxx X. Xxxxx Name: Axxxxxx X. Xxxxx Title: Vice President This Extension Agreement was countersigned by the following parties: JPMORGAN CHASE BANK, N.A. By: /s/ Axxxxxx X. Xxxxx Name: Axxxxxx X. Xxxxx Title: Vice President BANK OF AMERICA, N.A. By: /s/ Sxxxxx Xxxxx Hxxxx Name: Sxxxxx Xxxxx Horos Title: Vice President BARCLAYS BANK PLC By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Associate Director BNP P ARIBAS By: /s/ Axxxxx Xxxxxx Name: Axxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Cxxxxxxxxxx Xxxxxxxxx Name: Cxxxxxxxxxx Xxxxxxxxx Title: Director CITICORP USA, INC. By: /s/ Rxxxxxx X. Xxxxx Xxxxxxx Name: Rxxxxxx X. Xxxxx Title: Director LXXXXX COMMERCIAL PAPER INC. By: /s/ Jxxxxx X. Xxxxxx Name: Jxxxxx X. Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba THE BANK OF OKLAHOMA As TOKYO-MITSUBISHI UFJ, LTD. CHICAGO BRANCH (f/k/a LenderThe Bank of Tokyo – Mitsubishi, and an Extending Lender Ltd., Chicago Branch) By: /s/ J. Xxxx Tsuguyuki Umene Name: Tsuguyuki Umene Title: Deputy General Manager WXXXXXX STREET COMMITMENT CORPORATION (Recourse only to assets of Wxxxxxx Street Commitment Corporation) By: /s/ Mxxx Xxxxxx Name: J. Xxxx Mxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION Assistant Vice President ING BANK, NEW YORK BRANCHN.V., As a Lender, and an Extending Lender DUBLIN BRANCH By: /s/ Exxx Xxxxxx Name: Exxx Xxxxxx Title: Manager By: /s/ Axxxx Xxxxx Name: Axxxx Xxxxx Title: Vice President THE NORTHERN TRUST COMPANY By: /s/ Lxxx XxXxxxxxx Name: Lxxx XxXxxxxxx Title: Vice President NATIONAL AUSTRALIA BANK LIMITED By: /s/ Exxxxxx Xxxxxxx Name: Xxxxx Exxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender Senior Vice President U.S. BANK NATIONAL ASSOCIATION By: /s/ X.X. Xxxx Jxxxx X. XxXxxxx Name: X.X. Xxxx Jxxxx X. XxXxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTSenior Vice President

Lenders. CITIBANKAs Lender, N.A., As Administrative Agent, a Lender, an Extending Lender, Joint Lead Arranger and an Issuing Bank Sole Book Runner: KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney Xxxxxxxx X. Xxxxxx Name: Sydney Xxxxxxxx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President Address: 0000 Xxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Attn: Xxxxxxxx Xxxxxx Phone: 000-000-0000 Facsimile: 000-000-0000 [Signature Page to Joinder to Amended and restated Revolving Credit, Term Loan and Security Agreement] As Lender, Joint Lead Arranger and Co-Syndication Agent: BANK OF AMERICA, N.A. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Vice President Address: 000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 Attn: Xxxxxx Xxxxx Phone: 000-000-0000 Facsimile: 000-000-0000 [Signature Page to Joinder to Amended and restated Revolving Credit, Term Loan and Security Agreement] As Lender, Joint Lead Arranger and Documentation Agent: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President Address: 000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxxxx Phone: 000-000-0000 Facsimile: 000-000-0000 [Signature Page to Joinder to Amended and restated Revolving Credit, Term Loan and Security Agreement] As Lender, Joint Lead Arranger and Co-Syndication Agent: BBVA COMPASS BANK By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President Address: 000 00xx Xxxxxx, Xxx 0000 Xxxxxx, XX 00000 Attn: Xxxx X. Xxxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 [Signature Page to Joinder to Amended and restated Revolving Credit, Term Loan and Security Agreement] JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X Xxxxx Title: Senior Vice President Address: 0000 00xx Xxxxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx X Xxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 [Signature Page to Joinder to Amended and restated Revolving Credit, Term Loan and Security Agreement] RBS CITIZENS, N.A. By: /s/ Xxxxx Xxxxx X. Nazareth Name: Xxxxx Xxxxx X. Nazareth Title: VP Amendment No. 2 Senior Vice President Address: 00000 Xxxxxxxx Xxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Attn: Xxxxx X. Nazareth Phone: (000) 000-0000 Facsimile: (000) 000-0000 [Signature Page to Joinder to Amended and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKrestated Revolving Credit, N.A. As a LenderTerm Loan and Security Agreement] BOKF, NA dba Colorado State Bank and an Extending Lender Trust By: /s/ Xxxxxxx Xxxx X. Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Authorized Signatory Amendment No. 2 Vice President Address: 0000 Xxxxxxxx, 0xx xxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 [Signature Page to Joinder to Amended and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL restated Revolving Credit, Term Loan and Security Agreement] FIFTH THIRD BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Early Name: Xxxxxxxx X. Xxxxx Early Title: Director THE Portfolio Manager Address: 00 Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Attn: Xxxxxxxx X. Early Phone: (000) 000-0000 Facsimile: (000) 000-0000 [Signature Page to Joinder to Amended and restated Revolving Credit, Term Loan and Security Agreement] UMB BANK OF TOKYO-MITSUBISHI UFJCOLORADO, LTD., As a Lender, and an Extending Lender N.A. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 Senior Vice President Address: 0000 Xxxxxxxx Xxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 [Signature Page to Joinder to Amended and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. restated Revolving Credit, Term Loan and Security Agreement] BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender OF THE WEST By: /s/ Xxxxxxx Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx X. Xxxxx Title: Vice President PNC BANKAddress: 000 00xx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attn: Xxxxx X. Xxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 [Signature Page to Joinder to Amended and restated Revolving Credit, Term Loan and Security Agreement] U.S. BANK NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxx X. Xxxxxxxxx Title: Managing Director Amendment No. 2 Assistant Vice President Address: US Bancorp Center BC-MN-H03P 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 Attn: Xxxxxx X. Xxxxxxxxx Phone: (000) 000-0000 Facsimile: (000) 000 0000 [Signature Page to Joinder to Amended and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCrestated Revolving Credit, As a Lender, Term Loan and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTSecurity Agreement]

Lenders. CITIBANKDEUTSCHE BANK AG, N.A.NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH Revolving Credit Commitment $25,000,000 By___________________________ Title: By___________________________ Title: Lending Office for all Loans: 00 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, As Administrative AgentXX 00000 Address for Notices: 00 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, a LenderXX 00000 Attention: Xx. Xxxxx X. O'Connor Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS MELLON BANK, an Extending LenderN.A. Revolving Credit Commitment $25,000,000 By___________________________ Title: Lending Office for all Loans: Mellon Bank, and an Issuing Bank N.A. Loan Administration Room 0000 Xxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Address for Notices: Xxx Xxxxxx Xxxx Xxxxxx Xxxx 000-0000 Xxxxxxxxxx, XX 00000-0000 Attention: Xx. Xxxxxxxx Xxxxxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS SAKURA BANK LTD. Revolving Credit Commitment $25,000,000 By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx ___________________________ Title: Vice President BANK OF AMERICALending Office for all Loans: 000 Xxxx Xxxxxx Xxx Xxxx, N.A.XX 00000 Attention: Xxxxxxxx Xxxxx Fax: (000) 000-0000 Phone: (000) 000-0000 Address for Notices: 000 Xxxx Xxxxxx Xxx Xxxx, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx NameXX 00000 Attention: Xxxxxxx Xxxx TitleTelecopier No.: Authorized Signatory Amendment (000) 000-0000 Telephone No. 2 and Extension Agreement .: (Xxxxxxxx Partners L.P.000) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO000-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT0000 Exhibit 10.1

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, N.A., As Administrative Agent, individually as a Lender, an Extending Lender, Lender and an Issuing Bank as the Agent By: /s/ Xxxxxxx X. Xxxxxxx Sxxx Xx Xxxxx Name: Xxxxxxx X. Xxxxxxx Sxxx Xx Xxxxx Title: Vice President BANK OF AMERICACAPITAL ONE, N.A., As a Lender, an Extending Lender, and an Issuing Bank NATIONAL ASSOCIATION By: /s/ Xxxxx Jxxxxxx X. Xxxxxxxx Name: Jxxxxxx X. Xxxxxxxx Title: Authorized Signatory CITIZENS BANK, N.A. By: /s/ Nxx X. Xxxxxxxx Name: Nxx X. Xxxxxxxx Title: Vice President BMO HXXXXX BANK, N.A. By: /s/ Lxxxx Xxxxx Name: Lxxxx Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director MIZUHO BANK, LTD. By: /s/ Xxxxxxx Dxxxx XxXxxxxxxxx Name: Dxxxx XxXxxxxxxxx Title: Authorized Signatory KeyBank/Global Net Lease Operating Partnership, L.P. SUMITOMO MITSUI BANKING CORPORATION By: /s/ Jxxxxxx Xxxx Name: Jxxxxxx Xxxx Title: Director PNC BANK, NATIONAL ASSOCIATION (as successor to BBVA USA, an Alabama banking corporation) By: /s/ Bxxxx Xxxxx Name: Bxxxx Xxxxx Title: Senior Vice President SOCIÉTÉ GÉNÉRALE By: /s/ Rxxxxxx Xxxxxx Name: Xxxxxxx Rxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank COMERICA BANK By: /s/ Xxxxxx Xxxxxx Cxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Cxxxxxx Xxxxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender SYNOVUS BANK By: /s/ Xxxxx Zxxxxxx Xxxxx Name: Xxxxx Zxxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Corporate Banker KeyBank/Global Net Lease Operating Partnership, L.P. DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender BRANCH By: /s/ Xxxx Mxxx X. Xxx Name: Xxxx Mxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Mxxxx Xxxxx Name: Mxxxx Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANKKeyBank/Global Net Lease Operating Partnership, NATIONAL ASSOCIATION As a Lender, and an Extending Lender L.P. BARCLAYS BANK PLC By: /s/ Xxxxx Xxxxxx Jxxx Xxx Name: Xxxxx Xxxxxx Jxxx Xxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners Assistant Vice President KeyBank/Global Net Lease Operating Partnership, L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT

Lenders. CITIBANKSUNTRUST BANK as Administrative Agent, Swingline Lender, Issuing Bank and as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director JPMORGAN CHASE BANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an as Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As and as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Executive Director JPMORGAN CHASE BANKX.X. Xxxxxx SIGNATURE PAGE TO SIXTH AMENDMENT – TPG State Street Bank and Trust Company, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President Bank of America, N.A., As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing HSBC Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANKUSA, N.A., As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxx Xxxxxxxx Xxx Name: Xxxxx Xxxxxxxx Xxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANKSVP, As Structured Finance Group Citibank, N.A., as a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Xxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AGMizuho Bank, CAYMAN ISLANDS BRANCHLtd., As as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory Managing Director CIT FINANCE LLC, as a Lender By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE Director SIGNATURE PAGE TO SIXTH AMENDMENT – TPG XXXXXXX SACHS BANK AG NEW YORK BRANCHUSA, As as a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Xxxxxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Authorized Signatory SIGNATURE PAGE TO SIXTH AMENDMENT – TPG XXXXXX XXXXXXX BANK, N.A. As N.A., as a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL LLOYDS BANK OF CANADAPLC, As as a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Xxxxxx Xxxxxx Name: Xxx X. Xxxxxxx Xxxxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Assistant Manager Transaction Execution Category A B002 By: /s/ Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATIONXxxxxx Name: Xxxxxxxx Xxxxxx Title: Assistant Manager Transaction Execution Category A L003 SIGNATURE PAGE TO SIXTH AMENDMENT – TPG Santander Bank, As NA, as a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Xxxxxx Name: Xxxxxxxxx Xxxx Xxxxxx Title: Managing Director SUNTRUST BANKSVP By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: SVP BankUnited, As N.A., as a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Xxxx Xxxxxxx Name: Xxxxxxxx X. Xxxxx Xxxx Xxxxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJVice President Comerica Bank, LTD.as a Lender By: /s/ Xxxxxxx X’Xxxxxx Name: Xxxxxxx X’Xxxxxx Title: Vice President City National Bank, As as a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 Senior Vice President Agreed and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATIONacknowledged solely with respect to Section 4.8 TC LENDING, As a Lender, and an Extending Lender LLC By: /s/ Xxxxxxx Xxxxxxx Xxx Xxxxxxxx Name: Xxxxxxx Xxxxxxx Xxx Xxxxxxxx Title: Vice President PNC BANKChief Financial Officer TSL MR, NATIONAL ASSOCIATION As a Lender, and an Extending Lender LLC By: /s/ Xxxxx Xxxxxx Xxx Xxxxxxxx Name: Xxxxx Xxxxxx Xxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCChief Financial Officer TPG SL SPV, As a Lender, and an Extending Lender LLC By: /s/ Xxxxx Xxxxxxx Xxx Xxxxxxxx Name: Xxxxx Xxxxxxx Xxx Xxxxxxxx Title: Authorized Signatory Chief Financial Officer SIGNATURE PAGE TO SIXTH AMENDMENT – TPG SECOND AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 27, 2014 as amended by the First Amendment Noto Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of June 3, 2014, the Second Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of June 27, 2014, the Third Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of October 17, 2014, the Fourth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of October 2, 2015, the Fifth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of December 22, 2016 and the Sixth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement dated as of February 20, 2018 among TPG SPECIALTY LENDING, INC. 2 as Borrower The LENDERS Party Hereto and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFSUNTRUST BANK as Administrative Agent JPMORGAN CHASE BANK, N.A. dba BANK OF OKLAHOMA As a Lenderas Syndication Agent $990,000,000 __________________ SUNTRUST XXXXXXXX XXXXXXXX, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment NoINC. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION JPMORGAN CHASE BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 N.A. AS JOINT LEAD ARRANGERS AND EXTENSION AGREEMENTJOINT BOOK RUNNERS TABLE OF CONTENTS Page

Lenders. CITIBANKNATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, N.A.individually, As as Lender and as Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank Agent By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxxx Xxxxxx Title: Assistant Secretary Treasurer KEYBANK NATAIONAL ASSOCIATION, as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx Xxxxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AGJPMORGAN CHASE BANK, CAYMAN ISLANDS BRANCHN.A., As a Lenderas Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Executive Director BANK OF MONTREAL, and an Extending as Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE Director XXXXXXX XXXXX BANK AG NEW YORK BRANCHUSA, As a Lender, and an Extending as Lender By: /s/ Xxxx X. Xxx Xxxxxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKAuthorized Signatory BANK OF TAIWAN, N.A. As a LenderLOS ANGELES BRANCH, and an Extending as Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADAAVP & Deputy General Manager COBANK, As a LenderACB, and an Extending as Lender By: /s/ Xxx X. Xxxxxxx C. Xxxxx Xxxxxx Name: Xxx X. Xxxxxxx C. Xxxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST Vice President XXXXX XXX COMMERCIAL BANK, As a LenderLTD., and an Extending LOS ANGELES BRANCH, as Lender By: /s/ Xxxxxxxx X. Xxxxx Xxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX VP & General Manager Schedule I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTLENDERS’ COMMITMENTS Name of Lender Commitment Amount Applicable Percentage National Rural Utilities Cooperative Finance Corporation $65,000,000.00 21.65% KeyBank National Association $50,000,000.00 16.67% Bank of America, N.A. $50,000,000.00 16.67% JPMorgan Chase Bank, N.A. $35,000,000.00 11.67% Bank of Montreal $25,000,000.00 8.33% Xxxxxxx Xxxxx Bank USA $20,000,000.00 6.67% Bank of Taiwan, Los Angeles Branch $20,000,000.00 6.67% CoBank, ACB $20,000,000.00 6.67% Xxxxx Xxx Commercial Bank, Ltd., Los Angeles Branch $15,000,000.00 5.00% Total $300,000,000.00 100.00%

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, N.A., As Administrative Agent, individually as a Lender, an Extending Lender, Lender and an Issuing Bank as Agent By: /s/ Xxxxxxx X. Xxxxxxx Sxxx Xx Xxxxx Name: Xxxxxxx X. Xxxxxxx Sxxx Xx Xxxxx Title: Senior Vice President BMO HXXXXX BANK, N.A. By: /s/ Lxxxx Xxxxx Name: Lxxxx Xxxxx Title: Managing Director TRUIST BANK By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Director CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Dxxxxx Xxxxxx Name: Dxxxxx Xxxxxx Title: Vice President BANK OF AMERICACITIZENS BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank N.A. By: /s/ Xxxxx Dxxxxx Xxxxx Name: Dxxxxx Xxxx Title: SVP KeyBank/Global Net Lease Operating Partnership, L.P. SUMITOMO MITSUI BANKING CORPORATION By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Executive Director MIZUHO BANK, LTD. By: /s/ Dxxxx XxXxxxxxxxx Name: Dxxxx XxXxxxxxxxx Title: Executive Director THE HUNTINGTON NATIONAL BANK By: /s/ Exxx X. Xxxxx Name: Exxx X. Xxxxx Title: Assistant Vice President SOCIÉTÉ GÉNÉRALE By: /s/ Kxxxxxxx Xxxxxxx Name: Kxxxxxxx Xxxxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank PLC By: /s/ Sydney X. Xxxxxx Cxxxxxxx Xxxxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Cxxxxxxx Xxxxxxxx Title: Vice President MIZUHO BANKKeyBank/Global Net Lease Operating Partnership, LTD., As a Lender, an Extending Lender, L.P. Signature Page to Second Amendment to Second Amended and an Issuing Bank Restated Credit Agreement SYNOVUS BANK By: /s/ Xxxx Mo Zxxxxxx Xxxxx Name: Xxxx Mo Zxxxxxx Xxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE Corporate Banker COMERICA BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Cxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Cxxxxxx Xxxxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender NEW YORK BRANCH By: /s/ Xxxxx Xxxxx Mxxxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxx Mxxxxxx Xxxxxxxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Jxxx Xxxxxxxx Name: Xxxxxx Xxxxxxx Jxxx Xxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners KeyBank/Global Net Lease Operating Partnership, L.P. EXHIBIT “A” REVISED SECOND AMENDED AND RESTATED CREDIT AGREEMENT [See Attached] 31 COMPOSITE COPY INCLUDING FIRST AMENDMENT DATED AS OF JULY 26, 2022, AND SECOND AMENDMENT DATED AS OF SEPTEMBER 12, 2023 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 8, 2022 BY AND AMONG GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a LenderAS THE BORROWER, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLCKEYBANK NATIONAL ASSOCIATION, As a LenderTHE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS THE AGENT, BMO HXXXXX BANK, N.A. As a LenderN.A., and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADATRUIST BANK, As a LenderCAPITAL ONE, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) NATIONAL ASSOCIATION, CITIZENS BANK, N.A., MIZUHO BANK, LTD., THE HUNTINGTON NATIONAL BANK, AND SUMITOMO MITSUI BANKING CORPORATION, As a LenderAS CO-SYNDICATION AGENTS, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST KEYBANC CAPITAL MARKETS INC., BMO CAPITAL MARKETS, TRUIST SECURITIES INC., CAPITAL ONE, NATIONAL ASSOCIATION, CITIZENS BANK, As a LenderN.A., and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJMIZUHO BANK, LTD., As SUMITOMO MITSUI BANKING CORPORATION, AND THE HUNTINGTON NATIONAL BANK, AS JOINT LEAD ARRANGERS AND BOOK RUNNERS, SUMITOMO MITSUI BANKING CORPORATION, AS THE DOCUMENTATION AGENT AND SUMITOMO MITSUI BANKING CORPORATION AND SOCIÉTÉ GÉNÉRALE, AS THE SUSTAINABILITY AGENTS 32 COMPOSITE COPY INCLUDING FIRST AMENDMENT DATED AS OF JULY 26, 2022, AND SECOND AMENDMENT DATED AS OF SEPTEMBER 12, 2023 SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of April 8, 2022, by and among GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a LenderDelaware limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement the other lending institutions that may become parties hereto as “Lenders” pursuant to §18 (Xxxxxxxx Partners L.P.) U.S. BANK together with KeyBank, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, As as Agent for the Lenders (the “Agent”), KEYBANC CAPITAL MARKETS INC. (“KCM”), as a LenderJoint Lead Arranger and Book Runner, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANKCAPITAL ONE, NATIONAL ASSOCIATION As (“CONA”), as a LenderJoint Lead Arranger and Book Runner and a Co-Syndication Agent, CITIZENS BANK, N.A. (“Citizens”), as a Joint Lead Arranger and Book Runner and a Co-Syndication Agent, BMO CAPITAL MARKETS (“BCM”), as a Joint Lead Arranger and Book Runner, BMO HXXXXX BANK, N.A. (“BMO”), as a Co-Syndication Agent, MIZUHO BANK, LTD., (“Mizuho”), as a Joint Lead Arranger and Book Runner and a Co-Syndication Agent, THE HUNTINGTON NATIONAL BANK, as a Joint Lead Arranger and Book Runner and a Co-Syndication Agent (“Huntington”), SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as a Joint Lead Arranger and Book Runner, a Co-Syndication Agent, a Sustainability Agent and as Documentation Agent, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement SOCIÉTÉ GÉNÉRALE (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC“SG”), As as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INCSustainability Agent., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT

Lenders. CITIBANKSUNTRUST BANK as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director [SIGNATURE PAGE TO SUPPLEMENT AND JOINDER AGREEMENT] BANK OF AMERICA, N.A., As Administrative Agent, N.A. as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Sr. Vice President BANK OF AMERICA, N.A., As MONTREAL as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxx Xxxxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxxxx X. Xxxxx Title: Director BARCLAYS BANK PLCPNC BANK, As NATIONAL ASSOCIATION as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Sydney Xxxxxx Xxx Name: Xxxxxx Xxx Title: Assistant Vice President TD BANK, N.A. as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Sydney Xxxxxx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As UNION BANK & TRUST as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxx Xxxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxx Title: Managing Director Amendment No. 2 SVP [SIGNATURE PAGE TO SUPPLEMENT AND JOINDER AGREEMENT] Consented and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO agreed to: SUNTRUST BANK, N.A.as Administrative Agent, As a Lender, an Extending Lender, and an as Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending as Swingline Lender By: /s/ Xxxxx Xxxxx Xxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK[SIGNATURE PAGE TO SUPPLEMENT AND JOINDER AGREEMENT] Annex 1 COMMITMENT AMOUNTS Lender Revolving Commitment Amount SunTrust Bank $ 32,500,000 Bank of Montreal $ 32,500,000 PNC Bank, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFNational Association $ 32,500,000 Bank of America, N.A. dba BANK OF OKLAHOMA As a Lender$ 27,500,000 TD Bank, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTN.A. $ 15,000,000 Union Bank & Trust $ 10,000,000 Total $ 150,000,000

Lenders. CITIBANKJPMORGAN CHASE BANK (as successor to The Chase Manhattan Bank), N.A., As Administrative Agent, as a Lender, an Extending Lender, and an Issuing Bank By: Lender By /s/ Xxxxxxx X. Xxxxxxx XXXXX XXXXX Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxx Title: Managing Director FLEET NATIONAL BANK, as a Lender By /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Vice President BANK OF AMERICA, N.A., As as a LenderLender By /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Principal THE BANK OF NEW YORK, an Extending Lenderas a Lender By /s/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Vice President BARCLAYS BANK PLC, and an Issuing as a Lender By /s/ L. XXXXX XXXXXX Name: L. Xxxxx Xxxxxx Title: Director CITIBANK, N.A., as a Lender By /s/ XXXXXXXXX X. XXXXXXXX Name: Xxxxxxxxx X. Xxxxxxxx Title: Director & VP DEUTSCHE BANK AG, NEW YORK BRANCH and/or CAYMAN ISLANDS BRANCH, as a Lender By /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. XxXxxxx Title: Director By /s/ XXXXXXXXXXX X. XXXX Name: Xxxxxxxxxxx X. Xxxx Title: Managing Director MIZUHO CORPORATE BANK, LTD. (as successor to The Industrial Bank Byof Japan, Limited, New York Branch), as a Lender By /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxxxxx Title: Senior Vice President MELLON BANK, N.A., as a Lender By /s/ XXXXXXXXXX XXXXX Name: Xxxxxxxxxx Xxxxx Title: Lending Officer WESTLB AG, NEW YORK BRANCH (as successor to Westdeutsche Landesbank Girozentrale, New York Branch), as a Lender By /s/ XXXXXXXXX BERTINELLI Name: Xxxxxxxxx Bertinelli Title: Managing Director Credit Department By /s/ XXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Executive Director XXXXXXX XXXXX CAPITAL CORPORATION, as a Lender By /s/ XXXXXXXXX XXXXXXXX Name: Xxxxxxxxx Xxxxxxxx Title: Vice President XXXXXX COMMERCIAL PAPER INC., as a Lender By /s/ XXXXXXX XXXXX Name: Xxxxxxx Xxxxx Title: Authorized Signatory UFJ BANK LIMITED (as successor to The Sanwa Bank, Limited, New York Branch), as a Lender By /s/ Name: Title: THE SUMITOMO MITSUI BANKING CORPORATION (as successor to The Sumitomo Bank, Limited), as a Lender By /s/ XXX X. XXXXXXXXX Name: Xxx X. Xxxxxxxxx Title: Senior Vice President By /s/ XXXXX X. XXX Name: Xxxxx X. Xxx Title: Vice President XXXXXXX XXXXX BANK USA, as a Lender By /s/ XXXXX XXXXX Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANKBANK ONE, LTD.NA, As as a Lender, an Extending Lender, and an Issuing Bank By: Lender By /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXXXX X. XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYOCREDIT SUISSE FIRST BOSTON, as a Lender By /s/ XXXXXXX DAY-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx XXXXX Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Day-Xxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: By /s/ Xxxxx Xxxxxx XXXXXX X. XXXXX Name: Xxxxxx X. Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION Associate THE NORINCHUKIN BANK, NEW YORK BRANCH, As as a LenderLender By /s/ Name: Title: WACHOVIA BANK, and an Extending N.A., as a Lender By: By /s/ Xxxxx Xxxxxxx XXXXX X. XXXXXXXX Name: Xxxxx Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC.Director BANK OF SCOTLAND, As as a Lender, and an Extending Lender By: By /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT:

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, individually and an Issuing Bank By: as Administrative Agent By /s/ Xxxxxx Kxxxxxx X. Xxxxxx Name: Xxxxxx Kxxxxxx X. Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: BRANCH By /s/ Xxxx Jxxx X. Xxx XxXxxx Name: Xxxx Jxxx X. Xxx XxXxxx Title: Director By: By /s/ Xxxxx Vxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Vxxxxxxx Xxxxxxx Title: Vice President PNC THE ROYAL BANK OF SCOTLAND PLC By /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Director Barclays Bank PLC By /s/ Axxxxx Xxxxx Name: Axxxxx Xxxxx Credit Agricole CIB New York Branch By /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title Managing Director Credit Agricole CIB New York Branch By /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Gxxxxxx Sxxxx Bank USA By /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title Authorized Signatory HSBC Bank, USA, National Association By /s/ Jxxx Xxxxxxx Name: Jxxx Xxxxxxx Title Director ING BANK N.V., LONDON BRANCH By /s/ N J Mxxxxxxx Name: N J Mxxxxxxx Title Director By /s/ M E R Sharman Name: M E R Sharman Title: Managing Director LLOYDS BANK PLC. Formerly known as Lloyds TSB Bank plc By /s/ Sxxxxxx Xxxxxxxxx Name: Sxxxxxx Xxxxxxxxx G011 Title Assistant Vice President By /s/ Dxxxxx XxXxxxxxx Name: Dxxxxx XxXxxxxxx M040 Title: Assistant Vice President THE BANK OF NEW YORK MELLON By /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx The Bank of Tokyo-Mitsubishi UFJ, Ltd. By /s/ Lxxxxx Che Name: Lxxxxx Che Title Vice President BNP Paribas By /s/ Jxxxxx Xxxxxx Name: Jxxxxx Xxxxxx By /s/ Nxxx Xxxxx Name: Nxxx Xxxxx Commerzbank AG, New York Branch By /s/ Pxxx Xxxxxx Name: Pxxx Xxxxxx Title Vice President By /s/ Axx Xxxxxx Name: Axx Xxxxxx Title: Vice President MXXXXX SXXXXXX BANK, N.A. By /s/ Kxxxx Xxxx Name: Kxxxx Xxxx Title Authorized Signatory [Signature Page to Unsecured Credit Agreement] WXXXX FARGO BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: By /s/ Xxxxx Xxxxxx Gxxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTGxxxxxx X. Xxxxxxxxx Title Director

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director Amendment No. 1 and Extension Agreement (The Xxxxxxxx Companies, Inc.) BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.Companies, Inc.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 1 and Extension Agreement (The Xxxxxxxx Partners L.P.) TORONTO DOMINION BANKCompanies, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.Inc.) ANNEX I TO AMENDMENT NO. 2 1 AND EXTENSION AGREEMENT

Lenders. CITIBANKTHE BANK OF NOVA SCOTIA Revolving Credit Commitment $35,000,000 By___________________________ Title: Authorized Signatory Lending Office for all Loans: The Bank of Nova Scotia Xxx Xxxxxxx Xxxxx Xxx Xxxx, N.A.Xxx Xxxx 00000 Address for Notices: Xxx Xxxxxxx Xxxxx Xxx Xxxx, As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank Xxx Xxxx 00000 Attention: Xx. Xxxxxxxx Xxxxxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS FIRST UNION NATIONAL BANK Revolving Credit Commitment $35,000,000 By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx ___________________________ Title: Vice President Lending Office for all Loans: 000 Xxxxx Xxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx, SVP Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Address for Notices: 000 Xxxxx Xxxx, 0xx Xxxxx Xxxxxx, XX 00000 Attention: Xxxx Xxxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS THE INDUSTRIAL BANK OF AMERICAJAPAN, N.A., As a Lender, an Extending Lender, and an Issuing Bank LIMITED Revolving Credit Commitment $35,000,000 By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx ___________________________ Title: Director BARCLAYS BANK PLCLending Office for all Loans: The Industrial Bank of Japan, As a LenderLimited New York Branch 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, an Extending LenderXX 00000-0000 Address for Notices: 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, and an Issuing Bank XX 00000-0000 Attention: Mr. J. Xxxxxxx Xxxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH Revolving Credit Commitment $35,000,000 By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx ___________________________ Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx ___________________________ Title: Managing Director Lending Office for all Loans: 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Services Dept. Fax: (000) 000-0000 Phone: (000) 000-0000 Address for Notices: 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxxxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS SUMMIT BANK Revoling Credit Commitment $35,000,000 By___________________________ Title: /s/ Xxxxxxx Lending Office for all Loans: 000 Xxxxxx NameXxxxxx, 0xx Xxxxx Xxxxxxxx, X.X. 00000 Attention: Xxxx Xxxxx Fax: 000-000-0000 Phone: 000-000-0000 Address for Notices: 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxx, X.X. 00000 Attention: Xxxxxxx Xxxxxx Swiss Telecopier No.: 000-000-0000 Telephone No.: 000-000-0000 Exhibit 10.1 LENDERS BANK OF MONTREAL Revolving Credit Commitment $25,000,000 By___________________________ Title: Managing Director JPMORGAN CHASE BANKLending Office for all Loans: Bank of Montreal 000 Xxxxx XxXxxxx Xxxxxx 00xx Xxxxx Xxxx Xxxxxxx, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx NameXX 00000 Attention: Xxxxxx Xxxxxx TitleFax: Vice President MIZUHO BANK(000) 000-0000 Phone: (000) 000-0000 Address for Notices: Bank of Montreal 000 Xxxxx XxXxxxx Xxxxxx 00xx Xxxxx Xxxx Xxxxxxx, LTDXX 00000 Attention: Xxxxx Xxxxxx Telecopier No., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name(000) 000-0000 Telephone No.: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) 000-0000 Exhibit 10.1 LENDERS THE BANK OF NOVA SCOTIANEW YORK Revolving Credit Commitment $25,000,000 By___________________________ Title: Lending Office for all Loans: 0 Xxxx Xxxxxx Xxx Xxxx, As a LenderXxx Xxxx 00000 Address for Notices: 0 Xxxx Xxxxxx Xxx Xxxx, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx NameXxx Xxxx 00000 Attention: Xxxxxx Xxxxxxxx TitleX. Xxxxxx, Xx. Telecopier No.: Managing Director Amendment (000) 000-0000 Telephone No. 2 and Extension Agreement .: (Xxxxxxxx Partners L.P.000) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE 000-0000 Exhibit 10.1 LENDERS BANK OF TOKYO-MITSUBISHI UFJTRUST COMPANY Revolving Credit Commitment $25,000,000 By___________________________ Title: Lending Office for all Loans: Bank of Tokyo-Mitsubishi Trust Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx NameXxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxxx Xxx Fax: (000) 000-0000 Phone: (000) 000-0000 Address for Notices: Bank of Tokyo-Mitsubishi Trust Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Xxxxxxx 00.0 XXXXXXX XXXXXXXXXX BANK, N.A. Revolving Credit Commitment $25,000,000 By___________________________ Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender ByLending Office for all Loans: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFCorestates Bank, N.A. dba BANK OF OKLAHOMA As a Lender0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx, and an Extending Lender ByXX 00000-0000 Address for Notices: /s/ J. 0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000-0000 Attention: Xx. Xxxx Xxxxxx NameX. Ginter Telecopier No.: J. Xxxx Xxxxxx Title(000) 000-0000 Telephone No.: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT000-0000

Lenders. CITIBANKPNC BANK, N.A.NATIONAL ASSOCIATION, As Administrative Agent, as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxxx X. Xxxxxxx Sxxxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Sxxxx Xxxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Executive Director COMPASS BANK, as a Lender By: /s/ Jxxx Xxxx Name: Xxxx X. Jxxx Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AGCITIZENS BANK, CAYMAN ISLANDS BRANCHNATIONAL ASSOCIATION, As as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Sxxxxxx X. Xxxxxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx Sxxxxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Meanhout Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX THE HUNTINGTON NATIONAL BANK, N.A. As as a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Wxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Wxxxxxx X. Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Vice President U.S. BANK NATIONAL ASSOCIATION, As as a Lender, and an Extending Lender By: /s/ Xxxxxxx Jxxxxxx X. Xxxxxxx Name: Xxxxxxx Jxxxxxx X. Xxxxxxx Title: Senior Vice President PNC BMO HXXXXX BANK, NATIONAL ASSOCIATION As N.A., as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Bxxxx Xxxxxxxx Name: Xxxxx Xxxxxx Bxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement KEYBANK NATIONAL ASSOCIATION (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCsuccessor to FIRST NIAGARA BANK, As N.A.), as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Sxxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx Sxxxxxxx Xxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFSenior Vice President FIRST COMMONWEALTH BANK, N.A. dba BANK OF OKLAHOMA As as a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Sxxxxxx X. Xxxxx Name: J. Xxxx Xxxxxx Sxxxxxx X. Xxxxx Title: SVP Senior Vice President Attachment 1 To Consent and Amendment No. 2 6 Amended and Extension Agreement Restated Schedule 6.1.2 Subsidiaries and Owners Subsidiary/Issuer Jurisdiction of Organization/ Formation of Issuer Authorized and Outstanding Equity Interests of Issuer Holder of Outstanding Equity Interests Stoneridge, Inc. Ohio 5M Preferred Shares, none issued or outstanding 60M Common Shares, 28,482,746 shares outstanding at September 30, 2018 Public (NYSE: SRI) Stoneridge Electronics, Inc. Texas 100 100 Stoneridge, Inc. Stoneridge Control Devices, Inc. Massachusetts 100 100 Stoneridge, Inc. Stoneridge Aftermarket, Inc. Ohio 100 100 Stoneridge, Inc. SRI CS LLC Michigan 1,000 1,000 Stoneridge, Inc. SRI Holdings US LLC Delaware N/A Stoneridge, Inc. Japan Rep Office Japan N/A Stoneridge, Inc. SRI Holdings CV Netherlands Limited Partnership Stoneridge Netherlands CV (99% limited partner) & Stoneridge Control Devices, Inc. (1% general partner) Subsidiary/Issuer Jurisdiction of Organization/ Formation of Issuer Authorized and Outstanding Equity Interests of Issuer Holder of Outstanding Equity Interests Stoneridge European Holdings B.V. Netherlands 100 20 SRI Holdings CV Stoneridge AB Sweden 5,745 5,745 Stoneridge European Holdings B.V. Stoneridge Electronics AB Sweden 5,745 5,745 Stoneridge AB Stoneridge Nordic AB Sweden 1,000 1,000 Stoneridge Electronics AB Stoneridge GmbH Germany 100,000 100,000 Stoneridge Electronics AB Stoneridge Electronics Limited Scotland 250,000 250,000 Stoneridge AB Stoneridge Electronics SrL Italy 10,000 10,000 Stoneridge Electronics Limited Spanish Sales Branch Spain N/A Stoneridge Electronics Limited French Sales Branch France N/A Stoneridge Electronics Limited Stoneridge Electronics AS Estonia 160 40 Stoneridge European Holdings B.V. Stoneridge Pxxxxx (Holdings) Limited UK 7,004,000 7,004,000 Stoneridge European Holdings B.V. Subsidiary/Issuer Jurisdiction of Organization/ Formation of Issuer Authorized and Outstanding Equity Interests of Issuer Holder of Outstanding Equity Interests Stoneridge Aftermarket GmbH Germany 25,000 25,000 Stoneridge GmbH Stoneridge OOO Russia 10,000 10,000 Stoneridge European Holdings B.V. (99.01%) & Stoneridge Holdings CV (.99%) Stoneridge do Brasil Participates Ltda. Brazil 8,200,844,065 Quotas 8,200,844,065 Quotas Stoneridge, Inc. PST Eletronica Ltda. Brazil 9,428,904,801 Quotas 9,428,904,801 Quotas Stoneridge, Inc. (3,541,077,580 Quotas) & Stoneridge do Brasil Participações Ltda. (3,436,311,972 Quotas). 74% in Total PST Teleatendimento Ltda. (f/k/a PST Industrial Ltda.) Brazil 1,000,000 Quotas 1,000,000 Quotas PST Eletronica Ltda. (999,999 quotas) & Stoneridge do Brasil Participacoes Ltda. (1 quota) Positron Rastreadores Argentina S.A. Argentina 100,000 100,000 PST Eletronica Ltda. 98,000 legal & beneficial owner, 2,000 beneficially owned. Dxxxxx Xxxxx owns 2,000 (bare legal title) which are beneficially owned by PST Eletronica Ltda. Argentina Sales Branch Argentina N/A PST Electronica Ltda. TXX de Mexico S. de R.X. de C.V. Mexico Total Capital: $1,399,968 Mexican Pesos Stoneridge, Inc. 99.99% SRI Holdings US LLC 0.01% Subsidiary/Issuer Jurisdiction of Organization/ Formation of Issuer Authorized and Outstanding Equity Interests of Issuer Holder of Outstanding Equity Interests TXX de Mexico Servicios S. de R.X. de C.V. Mexico Total Capital: $3,000 Mexican Pesos Stoneridge, Inc. 96.67% SRI Holdings US LLC 3.33% Stoneridge Asia Holdings Ltd. Mauritius Unlimited 3,580,346 Stoneridge, Inc. Stoneridge Asia Pacific Electronics (Suzhou) Co. Ltd. China Permitted investment is US$13.5M, of which the minimum capital is 40% (US$5.4M), has been fully paid Stoneridge Asia Holdings Ltd. Stoneridge Netherlands CV Netherlands Limited Partnership Stoneridge, Inc. (99% limited partner) & Stoneridge Electronics, Inc. (1% general partner) Stoneridge B.V. Netherlands 100 (Authorization of additional shares requires amendment to articles) 100 Xxxxxxxxxx Xxxxxxxxxxx CV Exxxxxxxxxxxxxxxxxxxxxx Xx Xxxxxxxx Partners L.P.X.X. Xxxxxxxxxxx 30,000 preferred 1,800 preferred 60,000 1,874 Stoneridge B.V. Orlaco Products B.V. Netherlands 90,000 18,151 Exploitatiemaatschappij De Berghaaf B.V. Orlaco GmbH Germany 25,000 (Authorization of additional shares requires amendment to articles) TORONTO DOMINION BANK25,000 Stoneridge GmbH Orlaco Inc. Delaware 1,000 100 Stoneridge, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTInc.

Lenders. CITIBANK, N.A., As SUNTRUST BANK. individually and as Administrative Agent, a Lender, an Extending Lender, Swingline Lender and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Title: Vice President Director THE BANK OF AMERICATOKYO-MITSUBISHI UFJ, N.A., As a Lender, an Extending Lender, and an Issuing Bank LTD. By: /s/ Xxxxx Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank PLC By: /s/ Sydney X. Xxxxxxxx Xxxxxx Name: Sydney X. Xxxxxxxx Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE EXECUTED IN NEW YORK BRANCH BANKING AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank TRUST COMPANY By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx XxXxx X. Xxxx Name: Xxxx XxXxx X. Xxxx Title: Senior Vice President Amendment NoCITIBANK, N.A. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President COMPASS BANK By: /s/ Xxxxxxxxx Xxx Name: Xxxxxxxxx Xxx Title: Sr. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender BRANCH By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Xxx Xxxxx Name: Xxxxxx Xxxxxxx Xxx Xxxxx Title: Authorized Signatory [Signature Page to Ninth Amendment No. 2 to Amended and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE Restated Revolving Credit and Term Loan Agreement] HSBC BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKUSA, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President President, 20556 JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Officer PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Xxxxxxx XxXxxxx Name: Xxxxx Xxxxxx Xxxxxxx XxXxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender Assistant Vice President Regions Bank By: /s/ Xxxxx Xxxxxxx Xxxxxxxx Rehou Name: Xxxxx Xxxxxxx Xxxxxxxx Rehou Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFVice President Xxxxx Fargo Bank, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx X. Xxxxx Name: J. Xxxx Xxxxxx X. Xxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender Director WHITNEY BANK By: /s/ Xxxxx Xxxxxxx X. Xxxxxxxxxxx Name: Xxxxx Xxxxxxx X. Xxxxxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTSenior Vice President

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: THE CHASE MANHATTAN BANK OF CANADA COMMITMENT ---------- C$45,000,000 By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxxxxxx Xxxx ----------------------------------- Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx XxXxxxxx ----------------------------------- Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: XXXXXXXXXX XXXXX XXXX XX XXXXXX ---------- C$40,000,000 By /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ X.X. Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx ----------------------------------- Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: Account Manager COMMITMENT BANK OF MONTREAL ---------- C$40,000,000 By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx St. X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx ----------------------------------- Title: Director By: S-5 COMMITMENT CREDIT LYONNAIS CANADA ---------- C$40,000,000 By /s/ X.X. Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: Xxxxxxxxxxx By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement X.X. (Xxxxxxxx Partners L.P.Xxx) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx ---------------------------- ----------------------------- Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment Manager, Corp. Banking Lending Office: Address for Notices: The Stock Exchange Tower 000 - 0xx Xxxxxx X.X. Xxxxxxx, Xxxxxxx XXXXXX X0X 0X0 Attention: First Vice President and Manager, Western Region Telecopier No. 2 and Extension Agreement .: (Xxxxxxxx Partners L.P.000) TORONTO DOMINION 000-0000 Telephone No.: (NEW YORK000) LLC, As a Lender, and an Extending Lender By: 000-0000 THE CHASE MANHATTAN BANK OF CANADA as Administrative Agent By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxxxx Xxxx ---------------------------------- Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender ByVice President By /s/ X. XxXxxxxx ---------------------------------- Title: /s/ J. Vice President Address for Notices to Chase Canada as Administrative Agent: 1 First Canadian Place 000 Xxxx Xxxxxx NameXxxx Xxxxx 0000, X.X. Xxx 000 Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx Attention: J. Vice President Corporate Finance Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 with a copy to: The Chase Manhattan Bank One Chase Xxxxxxxxx Xxxxx 0xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxx Title00000 Attention: SVP Amendment Xxxx Xxxx Telecopier No. 2 and Extension Agreement .: (Xxxxxxxx Partners L.P.000) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By000-0000 Telephone No.: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement 000-0000 SCHEDULE IV APPLICABLE COMMITMENT FEE RATE RANGE OF APPLICABLE COMMITMENT -------- ---------------------- USAGE RATIO FEE RATE (Xxxxxxxx Partners L.P.BPS PER ANNUM) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT----------- ------------------------ less than or equal to .330:1.00 30.0 greater than .330:1.00 but less than or equal to 0.660:1.00 35.0 greater than .660:1.00 37.5 SCHEDULE V APPLICABLE MARGIN APPLICABLE MARGIN (BPS) ----------------------- CANADIAN U.S. BASE EURODOLLAR RANGE OF USAGE RATIO PRIME LOANS RATE LOANS LOANS BA FEE RATE -------------------- ----------- ---------- ----------- ----------- less than or equal to .330:1.00 0.0 0.0 100.0 100.0 greater than .330:1.00 but less than or equal to .660:1.00 25.0 25.0 125.0 125.0 greater than .660:1.00 0.0 50.0 50.0 150.0 150.0

Lenders. CITIBANKSUNTRUST BANK, a Georgia banking corporation, as Lender By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President Revolving Commitment: $28,500,000 Applicable Lending Office: SunTrust Bank 0000 Xxxxx Xxxx. Suite 700 Vienna, Virginia 22182-2624 Attention: Xxxxx X. Xxxxxxxx, Senior Vice President Telecopy Number: (000) 000-0000 XXXXX FARGO BANK, N.A., As Administrative Agenta national banking association, a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxxxx Title: Senior Vice President Revolving Commitment: $20,000,000 Applicable Lending Office: Xxxxx Fargo Bank, N.A. 0000 Xxxxxxxx Xxxxx 0xx Xxxxx XxXxxx, Xxxxxxxx 00000 Attention: Xxxx X. Xxxxxxxxx, Senior Vice President Telecopy Number: (000) 000-0000 BANK OF AMERICA, N.A., As a Lendernational banking association, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending as Lender By: /s/ Xxxx X. Xxxx Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President Revolving Commitment: $20,000,000 Applicable Lending Office: Bank of America, N.A. 0000 Xxxxxxx Xxxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000 Attention: Xxxx X. Xxxxxx Telecopy Number: (000) 000-0000 CITIZENS BANK OF PENNSYLVANIA, as Lender By: /s/ Xxxxx Xxx Xxxxx Name: Xxxxx Xxx Xxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement Revolving Commitment: $17,500,000 Applicable Lending Office: Citizens Bank of Pennsylvania 0000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxx Xxxxx, Senior Vice President Telecopy Number: (Xxxxxxxx Partners L.P.000) CREDIT SUISSE AG000-0000 BRANCH BANKING AND TRUST COMPANY, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending as Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxx Title: Authorized Signatory Amendment No. 2 Vice President Revolving Commitment: $7,000,000 Applicable Lending Office: Branch Banking and Extension Agreement Trust Company 0000 Xxxxxxxxxx Xxxxx Xxxxx 000 XxXxxx, Virginia 22102 Attention: Xxxxxx X. Xxxxxxxx, Vice President Telecopy Number: (Xxxxxxxx Partners L.P.000) DEUTSCHE 000-0000 STIFEL BANK AG NEW YORK BRANCH& TRUST, As a Lender, and an Extending as Lender By: /s/ Xxxx X. Xxx Xxxxxxxx Name: Xxxx X. Xxx Xxxxxxxx Title: Director ByEVP Revolving Commitment: /s/ $7,000,000 Applicable Lending Office: Stifel Bank & Trust 000 Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Name000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLCXxxx Xxxxxxxx, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Executive Vice President ByTelecopy Number: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO000-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT0000

Lenders. CITIBANKAddress: KeyBank National Association KEYBANK NATIONAL ASSOCIATION 000 Xxxxxx Xxxxxx Xxxxxxxxx, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank Xxxx 00000 By: /s/ Xxxxxxx X. Xxxxxxx NameXxxxxx Xxxxxxxx Attn: Xxxxxxx X. Xxxxxxx III Name: Xxxxxx Xxxxxxxx Facsimile (000) 000-0000 Title: Vice President LENDERS: Address: Sovereign Bank SOVEREIGN BANK OF AMERICA00 Xxxxx Xxxxxx Xxxxxx, N.A., As a Lender, an Extending Lender, and an Issuing Bank Xxxxxxxxxxxxx 00000 By: /s/ Xxxxx Xx Attn: Xxxxx Xx Name: Xxxxx Xx Facsimile (000) 000-0000 Title: Senior Vice President LENDERS: Address: RBS Citizens N.A. RBS CITIZENS N.A. 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 By: /s/ Xxxxx Xxxxxxxxx Attn: Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Facsimile (000) 000-0000 Title: Senior Vice President LENDERS: Address: Bank of America, N.A. BANK OF AMERICA N.A. 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 By: /s/ Xxxxxxxxxxx X. Xxxxx Attn: Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Facsimile (000) 000-0000 Title: Senior Vice President LENDERS: Address: HSBC Bank USA 000 Xxxx Xxxxxx XXXX XXXX XXX Xxxxxx, Xxxxxxxxxxxxx By: /s/ Xxxxx X. Xxxxx Attn: Xxxxx Xxxxx Name: Xxxxx X. Xxxxx Facsimile (000) 000-0000 Title: Director BARCLAYS BANK PLCGlobal Relationship Manager Schedule 1 Lenders and Commitments Lender Revolving Commitment Revolving Facility Percentage as of the Closing Date SunTrust Bank $ 70,000,000 23.4 % KeyBank National Association $ 70,000,000 23.3 % Sovereign Bank $ 60,000,000 20.0 % Citizens Bank $ 45,000,000 15.0 % Bank of America, As N.A. $ 30,000,000 10.0 % HSBC Bank USA $ 25,000,000 8.3 % Total: $ 300,000,000 100.00 % EXHIBIT A-1 FORM OF REVOLVING FACILITY NOTE $ , 0000 Xxxxxxx, Xxxxxxx FOR VALUE RECEIVED, the undersigned CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), hereby promises to pay the order of [ ], (the “Lender”) the principal sum of ($ ) or, an Extending if less, the then unpaid principal amount of all Revolving Loans (such term and each other capitalized term used herein without definition shall have the meanings ascribed thereto in the Credit Agreement referred to below) made by the Lender to the Borrower pursuant to the Credit Agreement, in Dollars or in the applicable Designated Foreign Currency and the immediately available funds, at the Payment Office on the Revolving Facility Termination Date. The Borrower also promises to pay interest in like currency and funds at the Payment Office on the unpaid principal amount of each Revolving Loan made by the Lender from the date of such Revolving Loan until paid at the rates and at the times provided in Section 2.09 of the Credit Agreement. This Revolving Facility Note is one of the Notes referred to in the Credit Agreement, dated as of May 2, 2011, among the Borrower, the lenders from time to time party thereto (including the Lender), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, SOVEREIGN BANK, as Documentation Agent, and SUNTRUST BANK, as the Administrative Agent (as the same may be amended, restated or otherwise modified from time to time, the “Credit Agreement”), and is entitled to the benefits thereof and of the other Loan Documents. As provided in the Credit Agreement, this Revolving Facility Note is subject to mandatory repayment prior to the Revolving Facility Termination Date, in whole or in part. If an Issuing Bank Event of Default shall occur and be continuing, the principal of and accrued interest on this Revolving Facility Note, except as expressly set forth in the Credit Agreement. No failure to exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights. THIS REVOLVING FACILITY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS REVOLVING FACILITY NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. CICOR INTERNATIONAL, INC. By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT EXHIBIT A-2 FORM OF COMPETITIVE BID NOTE $ , 0000 Xxxxxxx, Xxxxxxx FOR VALUE RECEIVED, the undersigned, CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), hereby promises to pay the order of [ ] (the “Lender”), on , 20 , the principal amount of [$ ] [for a Competitive Bid Loan in a Foreign Currency, list currency and amount of such Loan]. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: % per annum (calculated on the basis of a year of days for the actual number of days elapsed). Both principal and interest are payable in lawful money of to the Lender at its office at in same day funds. This Competitive Bid Note is one of the Notes referred to in the Credit Agreement, dated as of May 2, 2011, among the Borrower, the lenders from time to time party thereto (including the Lender), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, SOVEREIGN BANK, As a Lender, an Extending Lenderas Documentation Agent, and SUNTRUST BANK, as the Administrative Agent (as the same may be amended, restated or otherwise modified from time to time, the “Credit Agreement”), and is entitled to the benefits thereof and of the other Loan Documents. As provided in the Credit Agreement, this Competitive Bid Note is subject to mandatory repayment prior to the maturity, in whole or in part. If an Issuing Bank Event of Default shall occur and be continuing, the principal of and accrued interest on this Competitive Bid Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Revolving Facility Note, except as expressly set forth in the Credit Agreement. No failure to exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights. THIS COMPETITIVE BID NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS COMPETITIVE BID NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTONS CONTEMLATED HEREBY OR THEREBY. CICOR INTERNATIONAL, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director EXHIBIT A-3 FORM OF SWING LINE NOTE FOR VALUE RECEIVED, the undersigned CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), hereby promises to pay the order of SUNTRUST BANK (the “Swing Line Lender”) the principal sum of TEN MILLION AND 00/100 ($10,000,000.00) or, if less, the then unpaid principal amount of all Swing Loans (such term and each other capitalized term used herein without definition shall have the meanings ascribed thereto in the Credit Agreement referred to below) made by the Swing Line Lender to the Borrower pursuant to the Credit Agreement, in Dollars and in immediately available funds, at the Payment Office, on the Swing Loan Maturity Date applicable to each Swing Loan. The Borrower promises also to pay interest in like currency and funds at the Payment Office on the unpaid principal amount of each Swing Loan made by the Swing Line Lender from the date of such Swing Loan until paid at the rates and at the times provided in Section 2.09 of the Credit Agreement. This Swing Line Note is one of the Notes referred to in the Credit Agreement, dated as of May 2, 2011, among the Borrower, the lenders from time to time party thereto (including the Lender), KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, SOVEREIGN BANK, as Documentation Agent, and SUNTRUST BANK, as the Administrative Agent (as the same may be amended, restated or otherwise modified from time to time, the “Credit Agreement”), and is entitled to the benefits thereof and of the other Loan Documents. As provided in the Credit Agreement, this Swing Line Note is subject to mandatory repayment prior to the Swing Loan Maturity Date applicable to each Swing Loan, in whole or in part. If an Event of Default shall occur and be continuing, the principal of and accrued interest on this Swing Line Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Swing Line Note, except as expressly set forth in the Credit Agreement. No failure to exercise, or delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights. THIS SWING LINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SWING LINE NOTE, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. CIRCOR INTERNATIONAL, INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANKEXHIBIT B-1 NOTICE OF BORROWING , N.A.20 SunTrust Bank, As a Lenderas Administrative Agent 000 Xxxxxxxxx Xxxxxx, an Extending LenderX.X. Xxxxxxx, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx NameXxxxxxx, 00000 Attention: Xxxxxx Xxxxxx TitleRe: Vice President MIZUHO Notice of Borrowing Ladies and Gentlemen: The undersigned, CIRCOR INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), refers to the Credit Agreement, dated as of May 2, 2011 (as the same may be amended, restated or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among the Borrower, the lenders from time to time party thereto, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, SOVEREIGN BANK, LTD., As a Lender, an Extending Lenderas Documentation Agent, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lenderas the Administrative Agent, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJhereby gives you notice, LTD.irrevocably, As a Lenderpursuant to Section 2.06(b) of the Credit Agreement, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment Noin that connection therewith sets forth on Annex 1 hereto the information relating to each such Borrowing (collectively the “Proposed Borrowing”) as required by Section 2.06(b) of the Credit Agreement. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a LenderThe undersigned hereby certifies that the following statements are true on the date hereof, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTwill be true on the date of the Proposed Borrowing:

Lenders. CITIBANKBank of America, N.A., As Administrative Agent, N.A. as a Lender, an Extending Lender, Revolving and an Issuing Bank Term Lender By: /s/ Xxxxxxx XXXXXXX X. Xxxxxxx XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President BANK OF AMERICAXXXXX FARGO BANK, N.A., As N.A. as a Lender, an Extending Lender, Revolving and an Issuing Bank Term Lender By: /s/ Xxxxx Xxxxx XXXXX X. XXXXXXXX Name: Xxxxx Xxxxx X. Xxxxxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Senior Vice President JPMORGAN CHASE BANK, N.A., As as a Lender, an Extending Lender, Revolving and an Issuing Bank Term Lender By: /s/ XXXXXXX X. XXXXX Name: Xxxxxxx X. Xxxxx Title: Vice President WACHOVIA BANK, NATIONAL ASSOICATION as a Revolving and Term Lender By: /s/ TRAY XXXXX Name: Tray Xxxxx Title: Vice President SCOTIABANC INC. as Term Lender By: /s/ X. XXXXX Name: X. Xxxxx Title: Director THE BANK OF NOVA SCOTIA,. as a Revolving Lender By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Director [Fourth Amendment to Credit and Guaranty Agreement] COMPASS BANK, SUCCESSOR IN INTEREST TO GUARANTY BANK as a Revolving and Term Lender By: /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANKCITIBANK, LTD., As N.A. as a Lender, an Extending Lender, Revolving and an Issuing Bank Term Lender By: /s/ Xxxx Mo XXXX XXXXXXXXXXXX Name: Xxxx Mo Xxxxxxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO Senior Vice President UNION BANK, N.A., As formerly known as Union Bank of California as a Lender, an Extending Lender, Revolving and an Issuing Bank Term Lender By: /s/ Xxxxx Xxxxxxxx XXXXX XXXXXXXX Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 Vice President MANUFACTURERS BANK as a Revolving and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Term Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx XXXXX Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, [Fourth Amendment to Credit and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTGuaranty Agreement]

Lenders. BARCLAYS BANK PLC, as Agent and as a Lender By: Name: Title: CITIBANK, N.A., As Administrative Agent, as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A., as a Lender By: Name: Title: THE ROYAL BANK OF SCOTLAND plc, as a Lender By: Name: Title: Signature Page to The Detroit Edison Company Three-Year Credit Agreement BANK OF AMERICA, N.A., As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Name: Title: Signature Page to The Detroit Edison Company Three-Year Credit Agreement [OTHER LENDERS], as a Lender By: Name: Title: Signature Page to The Detroit Edison Company Three-Year Credit Agreement SCHEDULE I THE DETROIT EDISON COMPANY APPLICABLE LENDING OFFICES Name of Initial Lender Domestic Lending Office Eurodollar Lending Office Commitment Barclays Bank PLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx/Xxxxxx Wellesley Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 5,132,521.09 Citibank, N.A. Xxx Xxxxx Xxx Xxxxx 000 Xxx Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (212) 816-8098 000 Xxxxxxxxx Xx., Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 5,132,521.09 JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx Xxxxxx Mail Code XX0-0000 Xxxxxxx, XX 00000 Attention: Non-Agented Servicing Team Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 5,132,521.09 The Royal Bank of Scotland, plc 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Same as Domestic Lending Office $ 3,142,260.11 The Bank of Nova Scotia 0 Xxxxxxx Xxxxx 000 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Ul Haq and Xxxxxxx Xxx Telephone: (000) 000-0000 and (000) 000-0000 Facsimile: (000) 000-0000 and (000) 000-0000 Same as Domestic Lending Office $ 3,142,260.11 Bank of America, N.A. Bank of America, N.A. 000 Xxxxx Xxxxx NameXxxxxx Charlotte, NC 28255 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 3,142,260.11 BNP Paribas 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Project Finance & Utilities Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 3,115,624.31 Name of Initial Lender Domestic Lending Office Eurodollar Lending Office Commitment The Bank of New York Mellon Xxx Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Same as Domestic Lending Office $ 4,954,634.55 Deutsche Bank AG New York Branch 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxx TitleTelecopier: Director BARCLAYS BANK PLC(000) 000-0000 Same as Domestic Lending Office $ 4,797,736.01 Comerica Bank 000 Xxxxxxxx Xxx MC 3268 Detroit, As a LenderMI 48226 Attention: Xxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 3,110,760.83 KeyBank National Association 000 Xxxxxx Xxxxxx Xxxxxxxxx, an Extending LenderXX 00000 Attention: Xxxxxxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 3,110,760.83 UBS Loan Finance LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx NameXX 00000 Attention: Xxxxx Xxxxxxx TitleTelephone: Managing Director By(000) 000-0000 Facsimile: /s/ (000) 000-0000 Same as Domestic Lending Office $ 3,479,535.57 Fifth Third Bank c/o Madisonville Operations Center MD 1M0C2B Xxxxxxxxxx, XX 00000-0000 Attention: Xxxx Xxxxxxx Telecopier: (000) 000-0000 Same as Domestic Lending Office $ 1,295,684.46 Xxxxx Fargo Bank, N.A. 00 X. 0xx Xxxxxx Name0xx Xxxxx Xxxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 4,521,634.65 Union Bank, N.A. Energy Capital Services 000 Xxxxx Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTDXx., As a Lender15th Floor Los Angeles, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx NameCA 90071 Attention: Xxxxx Xxxxxxx TitleTelephone: Managing Director DNB CAPITAL LLC(000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 842,281.55 The Bank of Tokyo-Mitsubishi UFJ, As a LenderLtd. 1251 Avenue of the Xxxxxxxx 00xx Xxxxx Xxx Xxxx, and an Extending Lender ByXX 00000-0000 Attention: /s/ Xxxxxxx Xx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Same as Domestic Lending Office $ 591,653.75 Huntington National Bank 00 Xxxxx Xxxx Xxxxxx Xxxxxx Name(HC0735) Xxxxxxxx, XX 00000 Attention: Xxxxxx X Xxxxxx TitleTelephone: Senior Vice President By(000) 000-0000 Telecopier: /s/ (000) 000-0000 Same as Domestic Lending Office $ 3,173,076.94 Name of Initial Lender Domestic Lending Office Eurodollar Lending Office Commitment RBC Bank (USA) 000 Xxxxxxxxxxxx Xx, Xxxxx 0000 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Same as Domestic Lending Office $ 3,173,076.94 U.S. Bank National Association 000 Xxxxx NameXxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxx TitleXxxx Xxxxxxx Telephone: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) XXXXXX XXXXXXX BANK000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 222,879.01 Xxxxxx Xxxxxxx Bank, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. One Utah Center 000 Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name0xx Xxxxx Xxxx Xxxx Xxxx, XX 00000 Telephone: J. (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 1,002,232.28 The Northern Trust Company 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxxxx Xxxx Xxxxxx TitleTelephone: SVP Amendment No(000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 1,245,623.61 Total $ 63,461,538.89 PRICING SCHEDULE Level I Level II Level III Level IV Level V Status Status Status Status Status Applicable Percentage 0.175 % 0.225 % 0.350 % 0.450 % 0.600 % Applicable Margin (Eurodollar Rate) 1.575 % 1.775 % 1.900 % 2.050 % 2.400 % Applicable Margin (Base Rate) 0.575 % 0.775 % 0.900 % 1.050 % 1.400 % For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule: “Level I Status” exists at any date if, on such date, the Borrower’s Xxxxx’x Rating is A3 or better or the Borrower’s S&P Rating is A- or better. 2 “Level II Status” exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status and Extension Agreement (Xxxxxxxx Partners L.P.ii) TORONTO DOMINION BANKthe Borrower’s Xxxxx’x Rating is Baa1 or better or the Borrower’s S&P Rating is BBB+ or better. “Level III Status” exists at any date if, NEW YORK BRANCHon such date, As a Lender, (i) the Borrower has not qualified for Level I Status or Level II Status and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.ii) SCOTIABANC INCthe Borrower’s Xxxxx’x Rating is Baa2 or better or the Borrower’s S&P Rating is BBB or better., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT

Lenders. CITIBANKWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, As Administrative Agent, as a Lender, an Extending Lender, Lender and an Issuing Bank Swingline Lender By: /s/ Xxxxxxx X. Xxxxxxx Kxx Xxxxx Name: Xxxxxxx X. Xxxxxxx Kxx Xxxxx Title: Vice President Managing Director AptarGroup, Inc. Amended and Restated Credit Agreement BANK OF AMERICA, N.A., As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxx Xxxxx Sxxxxxx X. X’Xxxx Name: Xxxxx Xxxxx Sxxxxxx X. X’Xxxx Title: Director BARCLAYS BANK PLCVice President AptarGroup, As Inc. Amended and Restated Credit Agreement JPMORGAN CHASE BANK, N.A., as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Sydney Pxxxx X. Xxxxxx Name: Sydney Pxxxx X. Xxxxxx Title: Executive Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANKAptarGroup, As Inc. Amended and Restated Credit Agreement HSBC BANK USA, N.A., as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxx Xxxxxxx Kxxx Xxxxxxxxx Name: Kxxx Xxxxxxxxx Title: Senior Vice President AptarGroup, Inc. Amended and Restated Credit Agreement HSBC CONTINENTAL EUROPE, as a Lender By: /s/ Hxxxxx Xxxxx Xxxxxxx Name: Hxxxxx XXXXX Title: Head of CBC International By: /s/ Sxxxxxxxx Xxxxxx Name: Sxxxxxxxx XXXXXX Title: Head of International AptarGroup, Inc. Amended and Restated Credit Agreement BNP PARIBAS, as a Lender By: /s/ Rxxx Xxxx Name: Rxxx Xxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Mxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Mxxxxxx Xxxxxxxxx Title: Vice President MIZUHO BANKAptarGroup, LTD., As a Lender, an Extending Lender, Inc. Amended and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Restated Credit Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As as a Lender, and an Extending Lender By: /s/ Xxxx Mxxx X. Xxx Name: Xxxx Mxxx X. Xxx Title: Director By: /s/ Mxxxx Xxxxx Xxxxxxx Name: Mxxxx Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLCVice President AptarGroup, As Inc. Amended and Restated Credit Agreement PNC BANK, NATIONAL ASSOCIATION, as a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Dxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxx Dxxxx Xxxxxxxxxx Title: Senior Assistant Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 AptarGroup, Inc. Amended and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTRestated Credit Agreement

Lenders. CITIBANKAs Lender, N.A., As Administrative Agent, a Lender, an Extending Lender, Joint Lead Arranger and an Issuing Bank Sole Book Runner: KEYBANK NATIONAL ASSOCIATION By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney Dxx X. Xxxxxx Name: Sydney Dxx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANKAddress: 1000 Xxxxxxxx, LTD.Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Attn: Dxx X. Xxxxxx Phone: 700-000-0000 Facsimile: 700-000-0000 (Signature page to Third Amended and Restated Revolving Credit, Term Loan and Security Agreement) As a Lender, an Extending LenderJoint Lead Arranger and Co-Syndication Agent: BANK OF AMERICA, and an Issuing Bank N.A. By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx Mxxxxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Mxxxxxx X. Xxxxxx Title: Senior Vice President ByAddress: /s/ 300 00xx Xxxxxx, Xxxxx Xxxxx Name0000 Xxxxxx, Xxxxxxxx 00000 Attn: Xxxxx Xxxxx TitleMxxxxxx X. Xxxxxx Phone: VP Amendment No. 2 300-000-0000 Facsimile: 300-000-0000 (Signature page to Third Amended and Extension Agreement (Xxxxxxxx Partners L.P.Restated Revolving Credit, Term Loan and Security Agreement) XXXXXX XXXXXXX BANK, N.A. As a Lender, Joint Lead Arranger and an Extending Lender ByCo-Syndication Agent: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Dxxxxxx X. Xxx Name: Dxxxxxx X. Xxx Title: Vice President Address: 200 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Dxxxxxx X. Xxx Phone: 400-000-0000 Facsimile: 400-000-0000 (Signature page to Third Amended and Restated Revolving Credit, Term Loan and Security Agreement) As Lender, Joint Lead Arranger and Co-Syndication Agent: COMPASS BANK By: /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Vice President Address: 900 00xx Xxxxxx, Xxx 0000 Xxxxxx, XX 00000 Attn: Jxxxx X. Xxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 (Signature page to Third Amended and Restated Revolving Credit, Term Loan and Security Agreement) As Lender and Co-Documentation Agent: FIFTH THIRD BANK By: /s/ Cxxxxxxxxxx Xxxxxx Name: Xxxxx Cxxxxxxxxxx Xxxxxx Title: Managing Director Amendment No. 2 Vice President Address: 2000 X. Xxxxxx Xxxxxxx, Xxxxx 000 Xxxxx, XX 00000 Attn: Cxxxxxxxxxx Xxxxxx Phone: 900-000-0000 Facsimile: 200-000-0000 (Signature page to Third Amended and Extension Agreement (Xxxxxxxx Partners L.P.Restated Revolving Credit, Term Loan and Security Agreement) TORONTO DOMINION (NEW YORK) LLCAs Lender and Co-Documentation Agent: JPMORGAN CHASE BANK, As a Lender, and an Extending Lender N.A. By: /s/ Lxxxx Xxxxxxxx Name: Lxxxx Xxxxxxxx Title: Underwriter Address: 700 Xxxx Xxxxxx Xx 0 Xxxxx Xxxxxxx, XX 00000 Attn: Lxxxx Xxxxxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 (Signature page to Third Amended and Restated Revolving Credit, Term Loan and Security Agreement) As Lender and Co-Documentation Agent: SUNTRUST BANK By: /s/ Lxxx Xxxxxxx Name: Xxxxx Lxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 Director Address: 500 X. Xxxxxx St., Suite 2600 Chicago, IL 60661 Attn: Lxxx Xxxxxxx Phone: (000) 000-0000 Facsimile: (000) 000-0000 (Signature page to Third Amended and Extension Agreement (Xxxxxxxx Partners L.P.Restated Revolving Credit, Term Loan and Security Agreement) BOKFAs Lender and Co-Documentation Agent: MUFG UNION BANK, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Mxxxxxx Xxxx Xxxxxx Name: J. Mxxxxxx Xxxx Xxxxxx Title: SVP Amendment No. 2 Vice President Address: 400 Xxxxx Xxxxxxxx Xxxxxx, 16th Floor Los Angeles, CA 90071 Attention: Mxxxxxx Xxxx Phone: (000) 000-0000 Facsimile: (Signature page to Third Amended and Extension Agreement (Xxxxxxxx Partners L.P.Restated Revolving Credit, Term Loan and Security Agreement) TORONTO DOMINION CITIZENS BANK, NEW YORK BRANCHNATIONAL ASSOCIATION (f/k/a RBS CITIZENS, As a Lender, and an Extending Lender N.A.) By: /s/ Xxxxx Xxxxxxx Dxxxxx Wee Name: Xxxxx Xxxxxxx Dxxxxx Wee Title: Authorized Signatory Amendment No. 2 Senior Vice President Address: 70 Xxxxx Xxxxxx Xxxxx, 29th Floor Chicago, Illinois 60606 Attn: Dxxxxx Wee Phone: (000) 000-0000 Facsimile: (Signature page to Third Amended and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC.Restated Revolving Credit, As a Lender, Term Loan and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTSecurity Agreement)

Lenders. BANK OF AMERICA, N.A. individually and as Administrative Agent and Several L/C Agent By /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Director CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: By /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank ByN.A. By /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President BARCLAYS BANK PLC By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President BNP PARIBAS By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Vice President DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: BRANCH By /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director ByBy /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director XXXXXXX XXXXX BANK USA By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory HSBC BANK USA, NATIONAL ASSOCIATION By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President, Financial Institutions Group MIZUHO BANK, LTD. By /s/ Xxxxx XxXxxxxxxxx Name: Xxxxx XxXxxxxxxxx Title: Executive Director XXXXXX XXXXXXX BANK, N.A. By /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory PNC BANK, NATIONAL ASSOCIATION By /s/ Xxxx X. XxXxxx III Name: Xxxx X. XxXxxx III Title: Vice President ROYAL BANK OF CANADA By /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Authorized Signatory SUMITOMO MITSUI BANKING CORPORATION By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Executive Director MANUFACTURERS AND TRADERS TRUST COMPANY By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Administrative Vice President By: NATIONAL AUSTRALIA BANK LIMITED By /s/ Xxxxx Xxxxx Xxx Name: Xxxxx Xxxxx Xxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKDirector NATIXIS, N.A. As a Lender, and an Extending Lender By: NEW YORK BRANCH By /s/ Xxxxxxx Xxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx Xxxxxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Xxxxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender ByBy /s/ Sou Diouf Name: Sou Diouf Title: Vice President SOCIETE GENERALE By /s/ Xxxxxxxx X. Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director STANDARD CHARTERED BANK By /s/ Xxxxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxxxxx Xxxxx Title: Director, Financing Solutions THE BANK OF NEW YORK MELLON By /s/ Xxxxxxx X. Xxxxx Xxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx, Xx. Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: NOVA SCOTIA By /s/ Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. UNICREDIT BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: AG By /s/ Xxxxxxx Xxxxxxx Xxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxx Xxxxx Title: Vice President Director By /s/ Xxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxx Xxxxxxxx Title: Director SCHEDULE 2.01 Commitments Name of Lender Commitment ($) BANK OF AMERICA, N.A. $ 255,000,000 CITIBANK, N.A. $ 255,000,000 JPMORGAN CHASE BANK, N.A. $ 255,000,000 BARCLAYS BANK PLC $ 225,000,000 BNP PARIBAS $ 225,000,000 DEUTSCHE BANK AG NEW YORK BRANCH $ 225,000,000 XXXXXXX XXXXX BANK USA $ 225,000,000 HSBC BANK USA, NATIONAL ASSOCIATION $ 225,000,000 MIZUHO BANK, LTD. $ 225,000,000 XXXXXX XXXXXXX BANK, N.A. $ 225,000,000 PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba $ 225,000,000 ROYAL BANK OF OKLAHOMA As a LenderCANADA $ 225,000,000 SUMITOMO MITSUI BANKING CORPORATION $ 225,000,000 U.S. BANK NATIONAL ASSOCIATION $ 225,000,000 XXXXX FARGO BANK, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANKNATIONAL ASSOCIATION $ 225,000,000 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED $ 115,000,000 MANUFACTURERS & TRADERS TRUST COMPANY $ 115,000,000 NATIONAL AUSTRALIA BANK LIMITED $ 115,000,000 NATIXIS, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension BRANCH $ 115,000,000 SOCIETE GENERALE $ 115,000,000 STANDARD CHARTERED BANK $ 115,000,000 THE BANK OF NEW YORK MELLON $ 115,000,000 THE BANK OF NOVA SCOTIA $ 115,000,000 UNICREDIT BANK AG $ 115,000,000 TOTAL $ 4,500,000,000 Schedule 2.01 to Credit Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTSCHEDULE 9.01 Notice Information

Lenders. CITIBANK, N.A., As SUNTRUST BANK as Administrative Agent, a Lender, an Extending Lender, Swing Line Lender and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, Director LASALLE BANK NATIONAL ASSOCIATION As a Lender, as Lender and as an Extending Issuing Lender By: /s/ Xxxxxx Xxxxx Xxxxxx Name: Xxxxxx Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCCommercial Banking Officer Notice Address: 000 Xxxxx XxXxxxx Xxxxx 0000 Xxxxxxx, As a Lender, and an Extending XX 00000 Attention: Xxxxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 RZB FINANCE LLC as Lender By: /s/ Xxxxx Xxxx X. Xxxxxxx Name: Xxxxx Xxxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFGroup Vice President By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Vice President Notice Address: 00 Xxxxxx Xxxxx Xxxxxx Xxxxxx, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending XX 00000 Attention: Xxxxx Xxxxxxxxxx Telephone: 000-000-0000 Facsimile: 212-944-2093 GENERAL ELECTRIC CAPITAL CORPORATION as Lender By: /s/ J. Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Name: J. Xxxx Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: SVP Amendment NoDuly Authorized Signatory Notice Address: 0000 Xxxxxxxxx Xxxx Suite 900 Atlanta, GA 30328 Attention: Ethyl Corp. – Acct. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANKMgr. Telephone: 000-000-0000 Facsimile: 000-000-0000 ORIGINAL ADMINISTRATIVE AGENT: CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCHacting through its Cayman Islands branch, As a Lender, and an Extending Lender as Original Administrative Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Director By: /s/ Xxxxx Xxxxxxx X. Xxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTAssociate

Lenders. CITIBANKJPMORGAN CHASE BANK, N.A., As individually as Lender and Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank N.A as Lender By: /s/ Xxxxx Xxxxx Xxxxxxx X. Xxxxxxx, III Name: Xxxxx Xxxxx Xxxxxxx X. Xxxxxxx, III Title: Director Vice President BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank PLC as Lender By: /s/ Sydney Xxx X. Xxxxxx Name: Sydney Xxx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT XXXXX FARGO BANK, As a LenderNATIONAL ASSOCIATION, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President BNP PARIBAS By: /s/ Xxxxx X’Xxxxx Name: Xxxxx X’Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx XxXxxxx Name: Xxxxxxx Xxxxxx XxXxxxx Title: Managing Director JPMORGAN CHASE BANKCITIBANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxx D. Xxxxx XxXxxxxx Name: D. Xxxxx XxXxxxxx Title: Vice President Credit Suisse AG, Cayman Islands Branch, as Lender By: /s/ Xxx Xxxxxx Name: Xxxxxx Xxx Xxxxxx Title: Vice President MIZUHO BANKIf second signature is required: By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Associate DEUTSCHE BANK AG NEW YORK BRANCH, LTD., As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxx Mo X. Xxx Name: Xxxx Mo X. Xxx Title: Vice President XXXXXXX SACHS BANK USA, as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) KEYBANK NATIONAL ASSOCIATION, as Lender By: /s/ Xxxxx X Xxxxx Name: Xxxxx X Xxxxx Title: Senior Vice President XXXXXX XXXXXXX BANK, N.A., as Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory THE ROYAL BANK OF NOVA SCOTIASCOTLAND PLC, As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxx Xxxxxxxx X Xxxxxx Name: Xxxxxx Xxxxxxxx X Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANKVice President U.S. Bank National Association, N.A., As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANKVice President USB LOAN FINANCE LLC, As a Lender, and an Extending as Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Associate Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Associate Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATIONOF MONTREAL, As a Lender, and an Extending as Lender By: /s/ Xxxxxxx Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx X. Xxxxxx Title: Vice President PNC Director MIZUHO CORPORATE BANK, NATIONAL ASSOCIATION As a LenderLTD., and an Extending as Lender By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory THE BANK OF NEW YORK MELLON, as Lender By: /s/ XXXX XXXX Name: XXXX XXXX Title: VICE PRESIDENT If second signature is required: By: _____________________ Name: Title: THE BANK OF NOVA SCOTIA, as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCIf second signature is required: By: _____________________ Name: Title: The Bank of Tokyo-Mitsubishi UFJ, As a LenderLtd., and an Extending as Lender By: /s/ Chi-Xxxxx Xxxxxxx Xxxx Name: Chi-Xxxxx Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFVice President AMARILLO NATIONAL BANK, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending as Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxxxxx Xxxx Title: Managing Director Amendment NoVice President SCHEDULE 1.1A COMMITMENTS Lender Commitment JPMorgan Chase Bank, N.A. $52,857,142.88 Bank of America, N.A. $52,857,142.86 Barclays Bank PLC $52,857,142.86 Xxxxx Fargo Bank, N.A. $52,857,142.86 BNP Paribas $35,714,285.71 Citibank, N.A. $35,714,285.71 Credit Suisse AG, Cayman Islands Branch $35,714,285.71 Deutsche Bank AG New York Branch $35,714,285.71 Xxxxxxx Sachs Bank USA $35,714,285.71 KeyBank National Association $35,714,285.71 Xxxxxx Xxxxxxx Bank, N.A. $35,714,285.71 The Royal Bank of Scotland plc $35,714,285.71 U.S. Bank National Association $35,714,285.71 UBS Loan Finance LLC $35,714,285.71 Bank of Montreal $24,857,142.86 Mizuho Corporate Bank, LTD. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT$24,857,142.86 The Bank of New York Mellon $24,857,142.86 The Bank of Nova Scotia $24,857,142.86 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $24,857,142.86 Amarillo National Bank $7,142,857.14 All Lenders $700,000,000.00

Lenders. CITIBANK1st Farm Credit Services, N.A.PCA, As Administrative Agent, as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Xxxxxxxxxx Name: Xxxx X. Xxxx Xxxxxxxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AGPresident, CAYMAN ISLANDS BRANCHCapital Markets LENDERS: AGCHOICE FARM CREDIT, As ACA, as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Xxxxxxxxxx Name: Xxxx X. Xxx Xxxxxxxxxx Title: Director Vice President LENDERS: AgFirst Farm Credit Bank, as a Lender By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Assistant Vice President LENDERS: AgStar Financial Services, PCA, as a Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President Capital Markets LENDERS: American AgCredit, PCA, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President LENDERS: AMERICAN SAVINGS BANK, F.S.B., as a Lender By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Vice President LENDERS: ATLANTIC CAPITAL BANK, as a Lender By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President ByLENDERS: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKBadgerland Financial, N.A. As as a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx X. Xxx Name: Xxxxxxx Xxxx X. Xxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADAVice President – Capital Markets LENDERS: Bank Leumi USA, As as a Lender, and an Extending Lender By: /s/ Xxxxx Xxx X. Xxxxxxx Hong Name: Xxxxx Xxx X. Xxxxxxx Hong Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATIONFirst Vice President LENDERS: Bank of America, As N.A., as a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANKDirector LENDERS: Bank of America, NATIONAL ASSOCIATION As N.A., acting through its Canada branch, as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Sales xx Xxxxxxx Name: Xxxxx Xxxxxx Sales xx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba Vice President LENDERS: BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANKCHINA, NEW YORK BRANCH, As as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Xx Name: Xxxxx Xxxxxxx Xx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTAssistant General Manager

Lenders. CITIBANKJPMORGAN CHASE BANK, N.A., As individually as Lender and Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Pxxxx Xxxxxxxxxxx Name: Xxxxxxx X. Xxxxxxx Pxxxx Xxxxxxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank N.A as Lender By: /s/ Xxxxx Xxxxx Wxxxxxx X. Xxxxxxx, III Name: Xxxxx Xxxxx Wxxxxxx X. Xxxxxxx, III Title: Director Vice President BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank PLC as Lender By: /s/ Sydney Axx X. Xxxxxx Name: Sydney Axx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT WXXXX FARGO BANK, As a LenderNATIONAL ASSOCIATION, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxx Kxxxx Xxxxxxx Name: Xxxxx Kxxxx Xxxxxxx Title: Vice President BNP PARIBAS By: /s/ Dxxxx X’Xxxxx Name: Dxxxx X’Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Fxxxxxx XxXxxxx Name: Xxxxxxx Xxxxxx Fxxxxxx XxXxxxx Title: Managing Director JPMORGAN CHASE BANKCITIBANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank as Lender By: /s/ Xxxxxx D. Sxxxx XxXxxxxx Name: D. Sxxxx XxXxxxxx Title: Vice President Credit Suisse AG, Cayman Islands Branch, as Lender By: /s/ Axx Xxxxxx Name: Xxxxxx Axx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank If second signature is required: By: /s/ Xxxx Mo Rxxxx Xxxxxx Name: Xxxx Mo Rxxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Associate DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending as Lender By: /s/ Xxxx Pxxxxxxx Xxxxxxxxx Name: Pxxxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Mxxx X. Xxx Name: Xxxx Mxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLCVice President GXXXXXX SACHS BANK USA, As a Lender, and an Extending as Lender By: /s/ Xxxxxx Mxxx Xxxxxx Name: Mxxx Xxxxxx Xxxxxx Title: Authorized Signatory KEYBANK NATIONAL ASSOCIATION, as Lender By: /s/ Kxxxx X Xxxxx Name: Kxxxx X Xxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX MXXXXX SXXXXXX BANK, N.A. As a LenderN.A., and an Extending as Lender By: /s/ Xxxxxxx Mxxxxxx Xxxx Name: Xxxxxxx Mxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE ROYAL BANK OF CANADASCOTLAND PLC, As a Lender, and an Extending as Lender By: /s/ Xxx X. Xxxxxxx Axxxxx X Xxxxxx Name: Xxx Axxxxx X Xxxxxx Title: Vice President U.S. Bank National Association, as Lender By: /s/ Mxxxxxx X. Xxxxxxx Xxxxxx Name: Mxxxxxx X. Xxxxxx Title: Vice President USB LOAN FINANCE LLC, as Lender By: /s/ Ixxx X. Xxxx Name: Ixxx X. Xxxx Title: Associate Director By: /s/ Jxxxxxx Xxxxxxxxx Name: Jxxxxxx Xxxxxxxxx Title: Associate Director BANK OF MONTREAL, as Lender By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Director MIZUHO CORPORATE BANK, LTD., as Lender By: /s/ Lxxx Mo Name: Lxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATIONTHE BANK OF NEW YORK MELLON, As a Lender, and an Extending as Lender By: /s/ Xxxxxxxxx Xxxx JXXX XXXX Name: Xxxxxxxxx Xxxx JXXX XXXX Title: Managing Director SUNTRUST BANKVICE PRESIDENT If second signature is required: By: _____________________ Name: Title: THE BANK OF NOVA SCOTIA, As a Lender, and an Extending as Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Txxxx Xxxxxx Name: Xxxxx Txxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCIf second signature is required: By: _____________________ Name: Title: The Bank of Tokyo-Mitsubishi UFJ, As a LenderLtd., and an Extending as Lender By: /s/ Xxxxx Xxxxxxx Chi-Cxxxx Xxxx Name: Xxxxx Xxxxxxx Chi-Cxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFVice President AMARILLO NATIONAL BANK, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending as Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Wxxxxxx Xxxx Name: X.X. Wxxxxxx Xxxx Title: Managing Director Amendment NoVice President SCHEDULE 1.1A COMMITMENTS Lender Commitment JPMorgan Chase Bank, N.A. $60,408,163.23 Bank of America, N.A. $60,408,163.27 Barclays Bank PLC $60,408,163.27 Wxxxx Fargo Bank, N.A. $60,408,163.27 BNP Paribas $40,816,326.53 Citibank, N.A. $40,816,326.53 Credit Suisse AG, Cayman Islands Branch $40,816,326.53 Deutsche Bank AG New York Branch $40,816,326.53 Gxxxxxx Sachs Bank USA $40,816,326.53 KeyBank National Association $40,816,326.53 Mxxxxx Sxxxxxx Bank, N.A. $40,816,326.53 The Royal Bank of Scotland plc $40,816,326.53 U.S. Bank National Association $40,816,326.53 UBS Loan Finance LLC $40,816,326.53 Bank of Montreal $28,408,163.27 Mizuho Corporate Bank, LTD. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT$28,408,163.27 The Bank of New York Mellon $28,408,163.27 The Bank of Nova Scotia $28,408,163.27 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $28,408,163.27 Amarillo National Bank $8,163,265.31 All Lenders $800,000,000.00

Lenders. CITIBANKJPMORGAN CHASE BANK, N.A., As Administrative Agentindividually, a as Swingline Lender, an Extending Lenderas Issuing Lender and as Administrative Agent By /s/ XXXXXXXXX XXXXXXX Name: Xxxxxxxxx Xxxxxxx Title: Vice President BANK OF AMERICA, and an Issuing Bank ByN.A. By /s/ XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Vice President HSBC BANK USA, N.A. By /s/ XXX XXXXX Name: Xxx Xxxxx Title: Senior Vice President U.S. BANK NATIONAL ASSOCIATION By /s/ XXXXX X. XXXXXXXX Name: Xxxxx X. Xxxxxxxx Title: Vice President CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ XXXXXXXXX XXXXXXX Name: Xxxxxxxxx Xxxxxxx Title: Vice President By /s/ XXXXXXXXXXX XXX Name: Xxxxxxxxxxx Xxx Title: Associate Best Buy Co., Inc. Credit Agreement LASALLE BANK NATIONAL ASSOCIATION By /s/ XXX XXXXXXXX Name: Xxx Xxxxxxxx Title: Senior Vice President XXXXXX COMMERCIAL PAPER INC. By /s/ XXXXXX X. Xxxxxxx XXXXXX Name: Xxxxxx X. Xxxxxx Title: Authorized Signatory UBS LOAN FINANCE LLC By /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Associate Director By /s/ XXXX X. XXXX Name: Xxxx X. Xxxx Title: Associate Director XXXXX FARGO BANK, NATIONAL ASSOCIATION By /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: XXXXXXX STREET COMMITMENT CORPORATION (Recourse only to the assets of Xxxxxxx Street Commitment Corporation) By /s/ Xxxxx Xxxxx XXXX XXXXXX Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxx Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Assistant Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: CHICAGO BRANCH By /s/ Xxxxxxx Xxxxxxxxx XXXXXXX X. XXXX Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx X. Xxxx Title: Vice President PNC BANK& Manager Best Buy Co., NATIONAL ASSOCIATION As a LenderInc. Credit Agreement CITIBANK, and an Extending Lender By: N.A. By /s/ Xxxxx Xxxxxx XXXXX X. XXXXXX Name: Xxxxx X. Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: Vice President FIFTH THIRD BANK By /s/ Xxxxx Xxxxxxx XXXX XXXXX Name: Xxxx Xxxxx Title: Vice President WACHOVIA BANK, N.A. By /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba Director ROYAL BANK OF OKLAHOMA As a Lender, and an Extending Lender By: CANADA By /s/ J. Xxxx Xxxxxx XXXXXX XXXXXX Name: J. Xxxx Xxxxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: Attorney-in-Fact THE BANK OF NOVA SCOTIA By /s/ X.X. Xxxx XXXX Name: X.X. Xxxx Title: Managing Director Amendment NoBANK OF CHINA, NEW YORK BRANCH By /s/ XXXXXXXX XX Name: Xxxxxxxx Xx Title: General Manager Best Buy Co., Inc. Credit Agreement SCHEDULE 1 Commitments Name of Lender Title Commitment JPMorgan Chase Bank, N.A. Administrative Agent $ 220,000,000 Bank of America, N.A. Syndication Agent $ 200,000,000 HSBC Bank USA, N.A. Syndication Agent $ 200,000,000 U.S. Bank National Association Syndication Agent $ 200,000,000 Credit Suisse, Cayman Islands Branch Managing Agent $ 180,000,000 LaSalle Bank National Association Managing Agent $ 180,000,000 Xxxxxx Commercial Paper Inc. Managing Agent $ 180,000,000 UBS Loan Finance LLC Managing Agent $ 180,000,000 Xxxxx Fargo Bank, National Association Managing Agent $ 180,000,000 Xxxxxxx Street Commitment Corporation Managing Agent $ 180,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd., Chicago Branch Co-Agent $ 135,000,000 Citibank, N.A. Co-Agent $ 100,000,000 Fifth Third Bank Co-Agent $ 100,000,000 Wachovia Bank, N.A. Co-Agent $ 100,000,000 Royal Bank of Canada Participant $ 75,000,000 The Bank of Nova Scotia Participant $ 50,000,000 Bank of China, New York Branch Participant $ 40,000,000 TOTAL: $ 2,500,000,000 Schedule 1 to Credit Agreement SCHEDULE 2 Existing and Available Indebtedness: Certain Existing Liens Part A: Existing and Available Indebtedness as of September 1, 20071 $ in Millions Best Buy Domestic Indebtedness2 2.25% Convertible Subordinated Debentures due 2022 $ 402.5 Financing Lease Obligations 148.1 3 Inventory Financing Facilities 29.0 4 Property Mortgage 8.6 Other 2.4 5 Sub-Total Best Buy Domestic 596.3 Best Buy Shanghai Short and Long-Term Debt 6 29.4 7 8 Jiangsu Five Star Short and Long-Term Debt 6 30.4 8 Best Buy Canada, Ltd. Indebtedness 9 Financing Lease Obligations 34.3 3 Capitalized Lease Obligations (e.g., computer equipment, vehicles, cash registers, telephones, security and other equipment) 18.4 Inventory Financing Facilities 12.2 10 Short and Long-Term Debt 0.0 11 Sub-Total Best Buy Canada, Ltd. 64.9 1 Balances approximate the amounts outstanding as of the Effective Date in all material respects. 2 Best Buy Domestic refers to all Best Buy Co., Inc. entities not separately included herein. 3 Amounts reimbursed from landlords on financing leases are recorded as financing lease obligations. 4 Best Buy Domestic has access to an inventory financing facility totaling US$210 million. The amount shown above reflects the amount included in other current liabilities as of the quarter ended September 1, 2007. 5 Amounts due to former owners of AudioVisions, Inc., a wholly owned subsidiary. 6 Chinese yuan (“CNY”) amounts are converted into US dollars assuming the exchange rate in effect as of September 1, 2007 of 1 USD = 7.55 CNY. 7 Best Buy Shanghai, Ltd. has two available revolving bank lines of credit as of the Effective Date. The first line of credit is in the amount of CNY 215 million and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NOthe second line of credit is in the amount of CNY 400 million. 2 AND EXTENSION AGREEMENTThe amount shown above is the total amount outstanding under these bank lines of credit as of the quarter ended September 1, 2007. 8 Best Buy Co., Inc. has elected to consolidate the financial results of its Chinese affiliates on a two month lag. Therefore, the amount shown above is as of June 30, 2007.

Lenders. CITIBANKTRUIST BANK (as successor by merger to SunTrust Bank), N.A., As as Administrative Agent, a Swingline Lender, an Extending Issuing Bank and as a Lender By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx Title: Managing Director SIGNATURE PAGE TO FIFTH AMENDMENT – Owl Rock ING CAPITAL LLC, as a Swingline Lender, and an Issuing Bank and as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Pxxxxxx Xxxxxx Name: Sydney X. Pxxxxxx Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Rxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Rxxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing SIGNATURE PAGE TO FIFTH AMENDMENT – Owl Rock Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANKof America, N.A., As as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Cxxxx Xxxx Name: Cxxxx Xxxx X. Xxxx Title: Director CITY NATIONAL BANK, as a Lender By: /s/ Bxxxxxx Xxxxxxxxx Name: Bxxxxxx Xxxxxxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SIGNATURE PAGE TO FIFTH AMENDMENT – Owl Rock CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Dxxxxx Xxxx Name: Xxxxx Xxxxx Dxxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Kxxxx Xxxx Name: Xxxxxx Xxxxxxx Kxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SIGNATURE PAGE TO FIFTH AMENDMENT – Owl Rock DEUTSCHE BANK AG NEW YORK BRANCH, As as a Lender, and an Extending Lender By: /s/ Xxxx Axxxx Xxxxx Name: Axxxx Xxxxx axxxx.xxxxx@xx.xxx Title: Director +0-000-000-0000 By: /s/ Mxxx X. Xxx Name: Xxxx Mxxx X. Xxx mxxx.x.xxx@dx.xxx Title: Director +0-000-000-0000 SIGNATURE PAGE TO FIFTH AMENDMENT – Owl Rock East West Bank, as a Lender By: /s/ Xxxxx Axxxxxxx Xxxxxxx Name: Xxxxx Axxxxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLCSIGNATURE PAGE TO FIFTH AMENDMENT – Owl Rock Gxxxxxx Sachs Bank USA, As as a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Jxxxx Xxxxxxx Name: Xxx X. Jxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I SIGNATURE PAGE TO FIFTH AMENDMENT NO. 2 AND EXTENSION AGREEMENT– Owl Rock

Lenders. CITIBANKTHE SUMITOMO BANK, N.A.LIMITED, As Administrative AgentNEW YORK BRANCH Revolving Credit Commitment $15,000,000 By___________________________ Title: Lending Office for all Loans: 000 Xxxx Xxxxxx Xxx Xxxx, a LenderXxx Xxxx 00000 Address for Notices: 000 Xxxx Xxxxxx Xxx Xxxx, an Extending Lender, and an Issuing Bank ByXxx Xxxx 00000 Attention: /s/ Xx. Xxxxxxx X. Xxxxxxx NameNovellino Telecopier No.: Xxxxxxx X. Xxxxxxx (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS THE TOYO TRUST & BANKING CO., LTD. Revolving Credit Commitment $15,000,000 By___________________________ Title: Vice President BANK OF AMERICALending Office for all Loans: 000 Xxxxx Xxxxxx Xxx Xxxx, N.A.XX 00000 Attention: Xxxx St. Mauro, As a LenderAVP Fax: (000) 000-0000 Phone: (000) 000-0000 Address for Notices: 000 Xxxxx Xxxxxx Xxx Xxxx, an Extending LenderXX 00000 Attention: Xxxx St. Xxxxx, and an Issuing Bank AVP Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS WACHOVIA BANK, N.A. Revolving Credit Commitment $15,000,000 By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx ___________________________ Title: Director BARCLAYS BANK PLCLending Office for all Loans: Wachovia Bank, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx NameN.A. Attention: Xxxx X. Xxxx Shawl Fax: (000) 000-0000 Phone: (000) 000-0000 Address for Notices: 000 Xxxxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxxxxxx Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exhibit 10.1 LENDERS THE YASUDA TRUST & BANKING COMPANY, LIMITED Revolving Credit Commitment $10,000,000 By___________________________ Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx NameLending Office for all Loans: Xxxxx 000 000 Xxxxx TitleXxxxxx Xxx Xxxx, XX 00000 Attention: Authorized Signatory ByX. Xxxxxx Fax: /s/ Xxxxxx Xxxxxxx Name(000) 000-0000 Phone: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name000-0000 Address for Notices: Xxxxx Xxxxxxx Title000 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx NameTelecopier No.: Xxxxxxxx X. Xxxxx (000) 000-0000 Telephone No.: (000) 000-0000 SWINGLINE BANK Swingline Commitment THE CHASE MANHATTAN BANK $50,000,000 By____________________________ Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT:

Lenders. CITIBANKTRUIST BANK, N.A., As as Administrative Agent, Agent and as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Vice President Director, Mid Corporate Portfolio Manager BANK OF AMERICA, N.A., As as a LenderLender By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President PNC BANK, an Extending LenderNATIONAL ASSOCIATION, and an Issuing Bank as a Lender By: /s/ Xxxxx Xxxxx Xxxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Senior Vice President JPMORGAN CHASE BANK, N.A., As as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCHExecutive Director CAPITAL ONE, As NATIONAL ASSOCIATION, as a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory TD BANK, N.A., as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Senior Vice President CITIBANK, N.A., as a Lender By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Vice President CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By: /s/ Xxxxxx Xxx Name: Xxxx X. Xxxxxx Xxx Title: Director By: /s/ Xxxx Xxxxx Xxxxxxx Name: Xxxx Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLCROYAL BANK OF CANADA, As as a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President ByAuthorized Signatory EXHIBIT A Amended Credit Agreement See Attached. Execution Version Conformed Through The SecondThird Amendment Published CUSIP Numbers: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 00000XXX0 REVOLVING CREDIT AGREEMENT Dated as of November 6, 2017 among HEICO CORPORATION, as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX TRUIST BANK, N.A. As a as Administrative Agent, L/C Issuer and Swingline Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADAAMERICA, As a LenderN.A., and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST XXXXX FARGO BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a LenderASSOCIATION, TD BANK N.A., and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 BANK OF AMERICA, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Co-Syndication Agents and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCPNC BANK, As a LenderNATIONAL ASSOCIATION, CAPITAL ONE, NATIONAL ASSOCIATION, FIFTH THIRD BANK, NATIONAL ASSOCIATION JPMORGAN CHASE BANK, N.A. TD BANK N.A., and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFU.S.ROYAL BANK NATIONAL ASSOCIATIONOF CANADA, N.A. dba BANK OF OKLAHOMA As a Lenderas Co-Documentation Agents TRUIST SECURITIES, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a LenderBOFA SECURITIES, INC., XXXXX FARGO SECURITIES, LLC, PNC BANK, NATIONAL ASSOCIATION, TD BANK N.A., and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Joint Lead Arrangers and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTJoint Book Managers TABLE OF CONTENTS

Lenders. CITIBANKCIT BANK, N.A., As Administrative Agentas a Lender and Joint Lead Arranger By: /s/ Jxxx X. Xxxx III Name: Jxxx X. Xxxx III Title: Senior Vice President FIFTH THIRD BANK, as a Lender, an Extending Lender, and an Issuing Bank and Joint Lead Arranger By: /s/ Dxxxxx X. Xxxxxxxx Name: Dxxxxx X. Xxxxxxxx Title: Vice President THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender and Co-Syndication Agent By: /s/ Rxxx Brightly Name: Rxxx Brightly Title: Director By: /s/ Sxxxxxx Xxxxxxxxx Name: Sxxxxxx Xxxxxxxxx Title: Vice President SILICON VALLEY BANK, as a Lender and Joint Lead Arranger By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Managing Director Contingent Amendment Agreement HXXXXXX XXXXXXX BANK, as a Lender and Co-Syndication Agent By: /s/ Mxxxx Xxxxxxx Name: Mxxxx Xxxxxxx Title: Senior Vice President Contingent Amendment Agreement REGIONS BANK, as a Lender and Co-Syndication Agent By: /s/ Axxxxx X. Xxxxxx Name: Axxxxx X. Xxxxxx Title: Senior Vice President Contingent Amendment Agreement CADENCE BANK, as a Lender By: /s/ Will Dxxxxxxx Name: Will Dxxxxxxx Title: Vice President CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Sxxxxxxx Xxxxxx Name: Sxxxxxxx Xxxxxx Title: Assistant Vice President SANTANDER BANK, N.A., as a Lender By: /s/ Jxxxxxx X. Xxxxxxx Name: Xxxxxxx Jxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICAANNALY MML FUNDING LLC, N.A., As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxx Cxxxxxxxx Xxxxx Name: Cxxxxxxxx Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Txxxxx X. Xxxxxx Name: Xxxxxxx Txxxxx X. Xxxxxx Title: Managing Director JPMORGAN CHASE BANKALLSTATE INSURANCE COMPANY, N.A., As as a Lender, an Extending Lender, and an Issuing Bank Lender J.X. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Axxxx Xxxx Name: Axxxx Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Txxxxxxx Xxxxxx Xxxxxxx Name: Txxxxxxx Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCHSIgnatory ALLSTATE LIFE INSURANCE COMPANY, As as a Lender, and an Extending Lender J.X. By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Axxxx Xxxx Name: Xxxxxxx Axxxx Xxxx Title: Authorized Signatory By: /s/ Txxxxxxx Xxxxxx Name: Txxxxxxx Xxxxxx Title: Authorized Signatory Contingent Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADAIXX XXXX MIDDLE MARKET CREDIT FUND IV, As LTD, as a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Kxxxx Xxxxxxxx Name: Xxx X. Xxxxxxx Kxxxx Xxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATIONPresident IXX XXXX MIDDLE MARKET CREDIT FUND V, As LTD, as a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Kxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxx Kxxxx Xxxxxxxx Title: President IXX XXXX MIDDLE MARKET CREDIT FUND VIII, LTD, as a Lender By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: President IXX XXXX MIDDLE MARKET CREDIT FUND VII, LTD, as a Lender By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: President IXX XXXX MIDDLE MARKET CREDIT FUND IX, LTD, as a Lender By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: President IXX XXXX MIDDLE MARKET CREDIT FUND X, LTD, as a Lender By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: President IXX XXXX MIDDLE MARKET CREDIT FUND XI, LTD, as a Lender By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: President IXX XXXX MIDDLE MARKET CREDIT FUND XII, LTD, as a Lender By: /s/ Kxxxx Xxxxxxxx Name: Kxxxx Xxxxxxxx Title: President MONROE CAPITAL MML CLO 2017-2, LTD., as a Lender By: Monroe Capital Management LLC, as Asset Manager and Attorney-in Fact By: /s/ Jxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxxxx Title: Managing Director SUNTRUST BANKMONROE CAPITAL MML CLO VII LTD., As as a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYOMonroe Capital Asset Management LLC, as Asset Manager and Attorney-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender in Fact By: /s/ Xxxxxxx Xxxxxxxxx Jxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Jxxxxxx Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTDirector

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, N.A., As Administrative Agent, individually as a Lender, an Extending Lender, Lender and an Issuing Bank as the Agent By: /s/ Xxxxxxx Xxxxxxxx X. Xxxxxxx Xxxx Name: Xxxxxxx Xxxxxxxx X. Xxxxxxx Xxxx Title: Vice President BANK OF AMERICACAPITAL ONE, N.A., As a Lender, an Extending Lender, and an Issuing Bank NATIONAL ASSOCIATION By: /s/ Name: Title: CITIZENS BANK, N.A. By: Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP BMO XXXXXX BANK, N.A. By: Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director BARCLAYS BANK PLCMIZUHO BANK, As a Lender, an Extending Lender, and an Issuing Bank LTD. By: /s/ Sydney X. Xxxxxx Xxxxx XxXxxxxxxxx Name: Sydney X. Xxxxxx Xxxxx XxXxxxxxxxx Title: Executive Director KeyBank/Global Net Lease Operating Partnership, L.P. SUMITOMO MITSUI BANKING CORPORATION By: Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank THE HUNTINGTON NATIONAL BANK By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President SOCIÉTÉ GÉNÉRALE By: Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director COMERICA BANK By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender SYNOVUS BANK By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Corporate Banker KeyBank/Global Net Lease Operating Partnership, L.P. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory By: Xxxxxxx Xxxxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxxxx Title: Authorized Signatory BARCLAYS BANK PLC By: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners KeyBank/Global Net Lease Operating Partnership, L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT

Lenders. CITIBANKJPMORGAN CHASE BANK, N.A.N.A. Date: August 8, As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank 2008 By: /s/ XXXX XXXX Name: Xxxx Xxxx Title: Vice President THE ROYAL BANK OF SCOTLAND PLC Date: August 8, 2008 By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx XxXxxxx Title: Senior Vice President BANK OF AMERICA, N.A. Date: August 8, 2008 By: /s/ XXXXXXX X. Xxxxxxx XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Vice President SUNTRUST BANK OF AMERICADate: August 8, N.A., As a Lender, an Extending Lender, and an Issuing Bank 2008 By: /s/ Xxxxx Xxxxx XXXXXXX XXXX Name: Xxxxx Xxxxxxx Xxxx Title: Vice President XXXXX FARGO BANK, N.A. Date: August 8, 2008 By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Senior Vice President CITIBANK, N.A. Date: August 8, 2008 By: /s/ XXXX XXXXX Name: Xxxx Xxxxx Title: Director BARCLAYS BANK PLCVice President XXXXXX, As a LenderX.X. Date: August 8, an Extending Lender, and an Issuing Bank 2008 By: /s/ Sydney X. Xxxxxx XXXX XXXXXX Name: Sydney X. Xxxx Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANKVice President LLOYDS TSB BANK PLC Date: August 8, As a Lender, an Extending Lender, and an Issuing Bank 2008 By: /s/ Xxxxx Xxxxxxx MARIO DEL DUCA Name: Mario Del Duca Title: Associate Director By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Managing Associate Director NATIONAL AUSTRALIA BANK LIMITED Date: August 8, 2008 By: /s/ Xxxxxxx Xxxxxx XXXXXXXX XXXX Name: Xxxxxxx Xxxxxx Xxxxxxxx Xxxx Title: Managing Director JPMORGAN CHASE BANKBANK OF NEW YORK MELLON Date: August 8, N.A., As a Lender, an Extending Lender, and an Issuing Bank 2008 By: /s/ Xxxxxx Xxxxxx XXXXXX X. XXXXXXX Name: Xxxxxx Xxxxxx X. Xxxxxxx Title: Vice President MIZUHO BANKU.S. BANK NATIONAL ASSOCIATION Date: August 8, LTD., As a Lender, an Extending Lender, and an Issuing Bank 2008 By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx X. XXXXXXX Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx XxXxxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCHBRANCH Date: August 8, As a Lender, and an Extending Lender 2008 By: /s/ Xxxx XXXX X. Xxx XXX Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx XXXXX XXXXXXXXX Name: Xxxxx Xxxxx Xxxxxxxxx Title: VP Amendment No. 2 and Extension Agreement Vice President FIFTH THIRD BANK (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANKCHICAGO), N.A. As a LenderA MICHIGAN BANKING CORPORATION Date: August 8, and an Extending Lender 2008 By: /s/ Xxxxxxx Xxxx XXX XXXXXXXXXXX Name: Xxx Puszczwicz Title: Vice President KBC BANK, NV Date: August 8, 2008 By: /s/ XXXXXXX XXXXXXX Name: Xxxxxxx Xxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender Assistant Vice President By: /s/ Xxx XXXXXX X. Xxxxxxx XXXXXXX Name: Xxx Xxxxxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATIONFirst Vice President KEYBANK NATIONAL ASSOCIATION Date: August 8, As a Lender, and an Extending Lender 2008 By: /s/ Xxxxxxxxx Xxxx XXXXX X. XXXXXX Name: Xxxxxxxxx Xxxx Xxxxx X. Xxxxxx Title: Managing Director SUNTRUST BANKVice President XXXXXXX XXXXX BANK USA Date: August 8, As a Lender, and an Extending Lender 2008 By: /s/ Xxxxxxxx X. Xxxxx XXXXX XXXXXXX Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a LenderDate: August 8, and an Extending Lender 2008 By: /s/ Xxxxx Xxxxxx XXXXX X. XXX Name: Xxxxx Xxxxxx X. Xxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCAssistant Vice President SUMITOMO MITSUI BANKING CORPORATION Date: August 8, As a Lender, and an Extending Lender 2008 By: /s/ Xxxxx Xxxxxxx XXXXXXXXX XXXXXXXXX Name: Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFGeneral Manager SCHEDULE 1 Commitments Name of Lender Dollar Sub-Commitment Multicurrency Sub-Commitment Total Commitment Bank of America, N.A. dba BANK OF OKLAHOMA As a Lender$ 40,384,615.38 $ 15,384,615.37 $ 55,769,230.75 Bank of New York Mellon $ 25,000,000.00 $ 0.00 $ 25,000,000.00 Citibank, N.A. $ 19,230,769.23 $ 5,769,230.77 $ 25,000,000.00 Deutsche Bank AG, New York Branch $ 11,538,461.54 $ 5,769,230.77 $ 17,307,692.31 Fifth Third Bank $ 11,538,461.54 $ 5,769,230.77 $ 17,307,692.31 Xxxxxx Trust and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANKSavings Bank $ 19,230,769.23 $ 5,769,230.77 $ 25,000,000.00 JPMorgan Chase Bank, NEW YORK BRANCHN.A. $ 33,653,846.15 $ 14,423,076.92 $ 48,076,923.07 KBC Bank, As a LenderNV $ 17,307,692.31 $ 0.00 $ 17,307,692.31 KeyBank National Association $ 17,307,692.31 $ 0.00 $ 17,307,692.31 Lloyds TSB Bank plc $ 19,230,769.23 $ 5,769,230.77 $ 25,000,000.00 Xxxxxxx Xxxxx Bank USA $ 11,538,461.54 $ 5,769,230.77 $ 17,307,692.31 National Australia Bank Limited $ 19,230,769.23 $ 5,769,230.77 $ 25,000,000.00 PNC Bank, and an Extending Lender By: /s/ N.A. $ 11,538,461.54 $ 5,769,230.77 $ 17,307,692.31 Sumitomo Mitsui Banking Corporation $ 17,307,692.31 $ 0.00 $ 17,307,692.31 SunTrust Bank $ 28,846,153.85 $ 9,615,384.62 $ 38,461,538.47 The Royal Bank of Scotland plc $ 33,653,846.15 $ 14,423,076.92 $ 48,076,923.07 U.S. Bank National Association $ 19,230,769.23 $ 5,769,230.77 $ 25,000,000.00 Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC.Fargo Bank, As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTN.A. $ 28,846,153.85 $ 9,615,384.62 $ 38,461,538.47 TOTAL $ 384,615,384.62 $ 115,384,615.38 $ 500,000,000.00

Lenders. SUNTRUST BANK, as Administrative Agent, L/C Issuer and a Lender By: /s/ Wxxxxxx X. Xxxx, III Name: Wxxxxxx X. Xxxx, III Title: Director BANK OF AMERICA, N.A., as a Lender By: /s/ Kxxxx XxXxxxx Name: Kxxxx XxXxxxx Title: Managing Director THE BANK OF NEW YORK, as a Lender By: /s/ Dxxxx X. Xxxxxx Name: Dxxxx X. Xxxxxx Title: Vice President THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Cxxxx Xxxxxx Name: Cxxxx Xxxxxx Title: Managing Director CITIBANK, N.A., As Administrative Agent, as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxxx Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Managing Director FLEET NATIONAL BANK, as a Lender By: /s/ Kxxxx XxXxxxx Name: Kxxxx XxXxxxx Title: Managing Director HSBC BANK USA, as a Lender By: /s/ Gxx X. Xxxx Name: Gxx X. Xxxx Title: Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ Exxx Xxxxxx Name: Exxx Xxxxxx Title: Vice President SOCIETE GENERALE, CHICAGO BRANCH, as a Lender By: /s/ Kxxxxxxx X. Xxxxxxx Name: Xxxxxxx Kxxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE WACHOVIA BANK, N.A., As as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Rxxxxx Xxxxx Name: Xxxxx Rxxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTDirector

Lenders. CITIBANKJPMORGAN CHASE BANK, N.A., As as Administrative Agent, Agent and as a Lender, an Extending Lender, and an Issuing Bank By: Lender By /s/ Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx XXXXX XXXXXXX Title: MANAGING DIRECTOR BANK OF AMERICA, N.A. By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President HSBC BANK USA, N.A. By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION By /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Vice President XXXXXX COMMERCIAL PAPER INC. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory Signature Page Best Buy Co., Inc. First Amendment to Credit Agreement CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President By /s/ Xxxxxxxxxx Xxxxx Name: Xxxxxxxxxx Xxxxx Title: Associate THE BANK OF AMERICATOKYO-MITSUBISHI UFJ, N.A.LTD. By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory Xxxxxxx Street Commitment Corporation (Recourse only to the assets of Xxxxxxx Street Commitment Corporation), As a LenderBy /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Assistant Vice President FIFTH THIRD BANK By /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: VP CITIBANK, an Extending Lender, and an Issuing Bank By: N.A. By /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS Vice President ROYAL BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: OF CANADA By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANKAttorney-in-Fact Signature Page Best Buy Co., LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Inc. First Amendment No. 2 and Extension to Credit Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: SCOTIA By /s/ Xxxxx Xxxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxxx X. Xxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: UBS LOAN FINANCE LLC By /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: Associate Director By /s/ Xxxx X. Xxx Xxxxx Name: Xxxx X. Xxx Xxxxx Title: Associate Director By: BANK OF CHINA, NEW YORK BRANCH By /s/ Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: Deputy General Manager BRANCH BANKING AND TRUST COMPANY By /s/ Xxxxxx Xxxxxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxxx Xxxxxxx A. Bass Title: Senior Vice President Mega International Commercial Bank Silicon Valley Branch (Name of Lender) By: /s/ Xxxxx Xxxxx Xxx Wei Name: Xxxxx Xxxxx Xxx Wei Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: SVP & General Manager THE NORTHERN TRUST COMPANY By /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Second Vice President PNC BANKSignature Page Best Buy Co., NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Inc. First Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTto Credit Agreement

Lenders. CITIBANKBANK OF AMERICA, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank N.A. (AS LENDER AND L/C ISSUER) By: /s/ Xxxxxxx X. Xxxxxxx /S/ XXXXXX XXXXX Name: Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx Title: Vice President Tetra Tech, Inc. U.S. BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank NATIONAL ASSOCIATION (AS LENDER AND L/C ISSUER) By: /s/ Xxxxx Xxxxx /S/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, CANADA BRANCH By: /S/ XXXX X. XXXXX Name: Xxxx X. Xxxxx Title: Director BARCLAYS BANK PLCVP & Principal Officer Tetra Tech, As a LenderInc. Signature Page XXXXX FARGO BANK, an Extending Lender, and an Issuing Bank N.A. By: /s/ Sydney X. Xxxxxx /S/ XXXXXXXXX XXX Name: Sydney X. Xxxxxx Xxxxxxxxx Xxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANKSenior Vice President Tetra Tech, As a Lender, an Extending Lender, and an Issuing Bank Inc. Signature Page BANK OF MONTREAL By: /s/ Xxxxx Xxxxxxx /S/ XXXX XXXXXXXXX Name: Xxxxx Xxxxxxx Xxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Name: Title: Tetra Tech, Inc. Signature Page HSBC BANK USA, NATIONAL ASSOCIATION By: /S/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Vice President Tetra Tech, Inc. Signature Page MUFG UNION BANK, N.A. By: /S/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE MUFG UNION BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank Canada Branch By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo /S/ XXXX XXXXXXX Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANKTetra Tech, NATIONAL ASSOCIATION As a Lender, and an Extending Lender Inc. Signature Page SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxx Xxxxxx /S/ XXXXX X. XXX Name: Xxxxx Xxxxxx X. Xxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLCTetra Tech, As a Lender, and an Extending Lender Inc. Signature Page THE BANK OF NOVA SCOTIA By: /s/ Xxxxx Xxxxxxx /S/ XXXXXXX XXX Name: Xxxxx Xxxxxxx Xxx Title: Director Tetra Tech, Inc. Signature Page THE NORTHERN TRUST COMPANY By: /S/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement Vice President Tetra Tech, Inc. Signature Page SCHEDULE 2.01 COMMITMENTS AND APPLICABLE PERCENTAGES Lender Revolving Credit Commitment Applicable Percentage (Xxxxxxxx Partners L.P.Revolving Credit Facility) BOKFTerm Loan Commitment Applicable Percentage (Term Loan Facility) Bank of America, N.A. dba BANK $ 74,000,000.00 16.086956522% $ 31,350,000.00 16.097560976% U.S. Bank National Association $ 74,000,000.00 16.086956522% $ 31,350,000.00 16.097560976% Xxxxx Fargo Bank, N.A. $ 74,000,000.00 16.086956522% $ 31,350,000.00 16.097560976% Bank of Montreal $ 60,000,000.00 13.000000000% $ 25,650,000.00 13.170731707% MUFG Union Bank, N.A. $ 60,000,000.00 13.043478260% $ 25,650,000.00 13.170731707% Sumitomo Mitsui Banking Corporation $ 39,000,000.00 8.478260870% $ 17,100,000.00 8.780487805% The Bank of Nova Scotia $ 39,000,000.00 8.000000000% $ 17,100,000.00 8.780487805% HSBC Bank USA, National Association $ 20,000,000.00 4.347826087% $ 7,600,000.00 3.902439024% The Northern Trust Company $ 20,000,000.00 4.347826087% $ 7,600,000.00 3.902439024% Total $460,000,000.00 100.000000000% $194,750,000.00 100.000000000% Schedule 2.01 Commitments and Applicable Percentages EXHIBIT D FORM OF OKLAHOMA As COMPLIANCE CERTIFICATE Financial Statement Date: __________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 7, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Tetra Tech, Inc. (the “Company”), certain Subsidiaries of the Company (each a Lender“Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each Lender from time to time party thereto, and an Extending Bank of America, N.A., as Administrative Agent, Swing Line Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment Noand L/C Issuer. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a LenderThe undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Company, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 that, as such, he/she is authorized to execute and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lenderdeliver this Compliance Certificate to the Administrative Agent on the behalf of the Company, and an Extending Lender Bythat: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT[Use following paragraph 1 for fiscal year-end financial statements]

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As as a Lender, an Extending Lender, Swing Line Lender and an Issuing Bank L/C Issuer By: _/s/ Xxxxx Xxxxx Mukesh Singh____________________ Name: Xxxxx Mxxxxx Xxxxx Title: Director BARCLAYS Granite Construction Incorporated Signature Page 119082313_5 BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank OF THE WEST By: _/s/ Sydney X. Xxxxxx Adriana Collins_________________ Name: Sydney X. Xxxxxx Axxxxxx Xxxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank Granite Construction Incorporated Signature Page 119082313_5 U.S. BANK NATIONAL ASSOCIATION By: _/s/ Xxxxx Xxxxxxx Jxxx Benedix_____________________ Name: Xxxxx Jxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO Granite Construction Incorporated 119082313_5 BMO HXXXXX BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank N.A. By: _/s/ Xxxx Mo Mxxx Gift_____________________ Name: Xxxx Mo Mxxx Gift Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE Director Granite Construction Incorporated Signature Page 119082313_5 COMPASS BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: _/s/ Xxxxxx Xxxxxxxx Axxxx Loyd____________________ Name: Xxxxxx Xxxxxxxx Axxxx Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANKGranite Construction Incorporated 119082313_5 HSBC BANK USA, N.A., As a Lender, an Extending Lender, and an Issuing Bank NATIONAL ASSOCIATION By: _/s/ Xxxxx Xxxxxxxx Txxxx X. Mei__________________ Name: Xxxxx Xxxxxxxx Txxxx X. Xxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender Vice President Granite Construction Incorporated Signature Page 119082313_5 BRANCH BANKING AND TRUST COMPANY By: _/s/ Xxxx X. Xxxx Vicount P. Cornwall_____________ Name: Xxxx X. Xxxx Vicount P. Cornwall Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender Granite Construction Incorporated Signature Page 119082313_5 COMERICA BANK By: _/s/ Xxxxx Xxxxx Mxxx Skrzynski________________ Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Mxxx Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I Granite Construction Incorporated 119082313_5 EXHIBIT D TO AMENDMENT NO. 2 1 TO THIRD AMENDED AND EXTENSION AGREEMENTRESTATED CREDIT AGREEMENT Form of Compliance Certificate See attached. 119082313_5 EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20__ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen:

Lenders. CITIBANK, N.A., As Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank JPMORGAN CHASE BANK By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx NameXxxxx Title: Xxxxxxx X. Vice President XXXXXX XXXXXXX SENIOR FUNDING, INC. By: /s/ Xxxx Xxxxxxxxx Title: Vice President BANCO NACIONAL DE MÉXICO, S.A., INTEGRANTE DEL GRUPO FINANCIERO BANAMEX By: /s/ Xxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxxxx Xxxxx Xxxxxxxx Title: Director de Finanzas Corporativas BBVA BANCOMER, S.A. INSTITUCION DE BANCA MULTIPLE GRUPO FINANCIERO BANCOMER By: /s/ Xxxxxxx de la Xxxxx Xxxxxxxx Title: Attorney in Fact By: By: /s/ Xxxxxx del Rio Xxxxxxx Title: Attorney in Fact ING BANK, N.V. ACTING THROUGH ITS CURACAO BRANCH By: /s/ A.B. Rosaria Title: Risk Manager By: /s/ A.C. Zulia Title: Vice President Senior Manager Transaction Processing ING BANK OF AMERICA(MÉXICO) S.A. INSTITUCIÓN DE BANCA MÚLTIPLE, N.A.ING GRUPO FINANCIERO By: /s/ Xxxxxx Xxxxxxxxx Xxxxxxxx Title: Vice President 00 XXX XXXX XX XXXX XXXXXX By: /s/ Xxxxxx X. Xxxxx Title: Representative SCOTIABANK INVERLAT, As a LenderS.A., an Extending LenderINSTITUCIÓN DE BANCA MÚLTIPLE, and an Issuing Bank GRUPO FINANCIERO SCOTIABANK INVERLAT By: /s/ Xxxxx Xxxxxxxxx Title: General Counsel BNP PARIBAS PANAMA BRANCH By: /s/ Xxxxx Xxxxx NameTitle: Vice President & Commercial Director By: /s/ Xxxxxxx Xxxx Title: Commercial Officer COMERICA BANK By: /s/ Xxxxx X. Xxxxxxxxx-Xxxxx Title: Director BARCLAYS International Lending Officer STANDARD CHARTERED BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx NameTitle: Senior Vice President By: /s/ Xxxxxx X. Xx Title: Vice President 77 WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ J. Xxxxx Xxxxxxx Title: Director COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANKINTERNATIONAL” NEW YORK BRANCH By: /s/ W. Xxxxxx X. Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank EXPORT DEVELOPMENT CANADA By: /s/ X.X. Xxxxxx Title: Financial Services Manager By: /s/ Denis L’Heureux Title: Financial Services Manager ABN AMRO BANK N.V. By: /s/ Xxxxxx Xxxxxx NameXxxxx Title: Xxxxxx Xxxxxx Group Vice President By: /s/ Xxxx Xxxxxxx Title: Senior Vice President THE BANK OF TOKYO-MITSUBISHI, LTD. By: /s/ Xxxxx Xxxx Title: Vice President MIZUHO 82 LANDESBANK BADEN-WUERTTEMBERG INTERNATIONAL BANKING FACILITY By: /s/ Xxxxx Xxxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Title: Vice President XXX XXX COMMERCIAL BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank NEW YORK AGENCY By: /s/ Xxx-Xxxx Xxxxx Title: General Manager Senior Vice President ISRAEL DISCOUNT BANK OF NEW YORK By: /s/ Xxxxxxx X. Xxxxxxxxxx-Xxxx Title: Vice President By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTHead International Banking Department

Lenders. CITIBANKPercentage of Commitment BANK ONE, N.A.TEXAS, As National Association, Date: 44.0000000000% as Administrative AgentAgent and as a Lender By: /s/ Xxxxx Xxxxxx --------------------------------- Name: Xxxxx Xxxxxx Title: Director Address for Notices: Bank One, a LenderTexas, an Extending LenderNA X.X. Xxx 0000 Xxxxxxx, and an Issuing XX 00000-0000 Attention: Xxxxx Xxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Telex No.: 6734165 Answerback: BONE DAL Payment Instructions: Name of Credit Bank: Xxxx Xxx, Xxxxx, XX Xxxx, Xxxxx: Houston, Texas Method of Payment: ABA #000000000 For Credit To: Bank One, Texas, NA Account No.: 0749905618 Reference: PalEx, Inc. Attention: Xxxxxx Xxxxxx Lending Office: Bank One, Texas, NA 000 Xxxxxx Xxxxxxx, TX 77002 Attention: Xxxxx Xxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Percentage of Commitment NATIONAL CITY BANK, as Lender Date: 16.0000000000% By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President Address for Notices: ------------------- National City Bank 000 X. Xxxxx Xxxxxx Xxxxxxxx, Xxxx 00000-0000 Attention: Xxxxxxx X. Xxxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Telex: N/A Answerback: N/A Payment Instructions: -------------------- Name of Credit Bank: National City Bank City, State: Cleveland, Ohio Method of Payment: ABA #000000000 For Credit To: Columbus Commercial Loan Operations Account No.: 151804 Reference: PalEx, Inc. Attention: Xxxxxx Xxxxxxxx (000) 000-0000 Lending Office: -------------- National City Bank 000 X. Xxxxx Xxxxxx Xxxxxxxx, Xxxx 00000-0000 Attention: Xxxxxxx X. Xxxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Percentage of Commitment XXXXX FARGO BANK, as Lender Date: 16.0000000000% By: /s/ Xxxx X. Xxxxxxx ------------------------------ Name: Xxxx X. Xxxxxxx Title: Vice President BANK OF AMERICAAddress for Notices: ------------------- Xxxxx Fargo Bank 000 Xxxxxx Xxxxxx, N.A.11th Floor San Francisco, As a LenderCA 94101 Attention: Xxxx X. Xxxxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Telex No.: __________________ Answerback: _________________ Payment Instructions: -------------------- Name of Credit Bank: Xxxxx Fargo Bank City, an Extending LenderState: San Francisco, and an Issuing California Method of Payment: ABA #000000000 For Credit To: LAG Operations Admin Account No.: 2714507209 Reference: PalEx, Inc., Obligor #4717910047, Obligation #18 Loan Adjustment Group #6147 Lending Office: -------------- Xxxxx Fargo Bank 000 Xxxxxx Xxxxxx, 11th Floor San Francisco, CA 94101 Attention: Xxxx X. Xxxxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Telex No.: __________________ Answerback: _________________ Percentage of Commitment COMERICA BANK, as Lender Date: 12.00% By: /s/ Xxxx X. Xxxxxx ------------------------------ Name: Xxxx X. Xxxxxx Title: Vice President Address for Notices: 0000 Xxxxxx Xxxxxx Xx., Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxx X. Xxxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Telex No.: N/A Answerback: N/A Payment Instructions: Name of Credit Bank: Comerica Bank City, State: Detroit, Michigan Method of Payment: ABA #000000000 For Credit To: Commercial Loan Servicing Account No.: 21585-90010 Reference: PalEx, Inc. #6539608203 Lending Office: Comerica Bank X.X. Xxx 00000 Xxxxxxx, Xxxxxxxx 00000-0000 Attention: Xxxxxx XxXxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 66 Percentage of Commitment PARIBAS, as Lender Date: 10.00% By: /s/ Xxxxx Xxxxx Xxxxxxxx ----------------------------- Name: Xxxxx Xxxxxxxx Xxxxx Xxxxxxx Title: Vice President Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx ----------------------------- Name: Xxxxx Xxxxxxx Title: Managing Director ByAddress for Notices: /s/ Paribas 0000 Xxxxx Xx., Suite 3100 Houston, Texas 77002 Attention: Xxxxx X. Xxxxxxxx Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Telex No.: 166514 or 166343 Answerback: PARIBAS HOU E with copies to: Paribas, New York 000 Xxxxxxx Xxxxxx NameXxx Xxxx, XX 00000 Attn: Xxxxxxx Xxx Xxxxxx Title- Legal Dept. Telephone No.: Managing Director JPMORGAN CHASE BANK(000) 000-0000 Fax No.: (000) 000-0000 Payment Instructions: Name of Credit Bank: Bankers Trust Company City, N.A.State: New York, As a LenderNY Method of Payment: ABA #000000000 For Credit To: For Account 00000000 - Paribas, an Extending LenderNew York Account No.: For Further Credit to A/C #2144-001545 Paribas, and an Issuing Bank ByHouston Agency Reference: /s/ PalEx, Inc. Attention: Xxxx Xxxxx-Xxxxxx Xxxxxx NameLending Office: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTDParibas 0000 Xxxxx Xx., As a LenderSuite 3100 Houston, an Extending LenderTexas 77002 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 EXHIBIT 2.2A FORM OF BORROWING REQUEST No Change From Exhibit Attached to Amended and Restated Secured Credit Agreement dated September 3, 1998 FORM OF APPLICATION No Change From Exhibit Attached to Amended and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Restated Secured Credit Agreement dated September 3, 1998 FORM OF NOTE No Change From Exhibit Attached to Amended and Restated Secured Credit Agreement dated September 3, 1998 EXHIBIT 4.1A FORM OF SUBSIDIARY GUARANTY No Change From Exhibit Attached to Amended and Restated Secured Credit Agreement dated September 3, 1998 EXHIBIT 4.1B FORM OF STOCK PLEDGE AGREEMENT No Change From Exhibit Attached to Amended and Restated Secured Credit Agreement dated September 3, 1998 EXHIBIT 4.1C FORM OF FINANCIAL CONDITION CERTIFICATE No Change From Exhibit Attached to Amended and Restated Secured Credit Agreement dated September 3, 1998 EXHIBIT 4.1D FORM OF SECURITY AGREEMENT AND FINANCING STATEMENT No Change From Exhibit Attached to Second Amendment No. 2 to Amended and Extension Restated Secured Credit Agreement (Xxxxxxxx Partners L.P.) THE BANK dated December 28, 1998 FORM OF NOVA SCOTIACOMPLIANCE CERTIFICATE No Change From Exhibit Attached to Amended and Restated Secured Credit Agreement dated September 3, As a Lender1998 FORM OF ASSIGNMENT AGREEMENT No Change From Exhibit Attached to Amended and Restated Secured Credit Agreement dated September 3, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK 1998 SCHEDULE 5.1 LIST OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTSUBSIDIARIES

Lenders. CITIBANKXXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and Swingline Lender By: /s/ Xxxxxx X. Xxx Xxxx Name: Xxxxxx X. Xxx Xxxx Title: Managing Director AptarGroup, Inc. Credit Agreement XXXXX FARGO BANK, N.A., As Administrative AgentLONDON BRANCH, as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxx Title: Senior Vice President AptarGroup, Inc. Credit Agreement BANK OF AMERICA, N.A., As as a LenderLender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President AptarGroup, an Extending LenderInc. Credit Agreement JPMORGAN CHASE BANK, and an Issuing Bank N.A., as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President AptarGroup, Inc. Credit Agreement HSBC BANK USA, N.A., as a Lender By: /s/ Fik Durmus Name: Fik Durmus Title: Senior Vice President AptarGroup, Inc. Credit Agreement BNP PARIBAS, as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Kyun Xxxx Name: Xxxxx Xxxxx Kyun Xxxx Title: Director BARCLAYS BANK PLCVice President AptarGroup, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT Inc. Credit Agreement PNC BANK, As NATIONAL ASSOCIATION, as a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANKSenior Vice President AptarGroup, N.A., As a Lender, an Extending Lender, and an Issuing Bank Inc. Credit Agreement U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxx Xxxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxx Title: Vice President MIZUHO BANKAptarGroup, LTD.Inc. Credit Agreement SOCIETE GENERALE, As LONDON BRANCH, as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxx Mo X. Xxxxxxxxx Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxxxxxx Title: Managing Director Amendment No. 2 and Extension AptarGroup, Inc. Credit Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANKSOCIETE GENERALE, N.A., As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Coverage Europe AptarGroup, Inc. Credit Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As as a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANKAptarGroup, NATIONAL ASSOCIATION As Inc. Credit Agreement THE NORTHERN TRUST COMPANY, as a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Xxxx XxXxxxxxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx XxXxxxxxxxxx Title: SVP Amendment NoAptarGroup, Inc. Credit Agreement ANNEX A COMMITMENTS AND COMMITMENT PERCENTAGES A Lender that holds a current UK Treaty Passport and wishes that scheme to apply to this Agreement shall include its scheme reference number and its jurisdiction of tax residence opposite its name in the Lender column below. 2 Lender Term Loan Commitment Commitment Percentage (Term Loan Facility) Revolving Credit (US) Commitment Commitment Percentage (Revolving Credit (US) Facility) Revolving Credit (UK) Commitment Commitment Percentage (Revolving Credit (UK) Facility) Xxxxx Fargo Bank, National Association $ 41,208,015.98 14.0000000000 % $ 43,083,588.55 14.3611961833 % — — Xxxxx Fargo Bank, N.A., London Branch — — — — € 13,779,294.27 9.1861961800 % Bank of America, N.A. $ 41,208,015.98 14.0000000000 % $ 43,083,588.55 14.3611961833 % € 13,779,294.27 9.1861961800 % JPMorgan Chase Bank, N.A. Scheme reference number: 13/M/0268710/DTTP Country of tax residence: United States $ 41,208,015.98 14.0000000000 % $ 43,083,588.55 14.3611961833 % € 13,779,294.27 9.1861961800 % HSBC Bank USA, N.A. Scheme reference number: N13/H/314375/DTTP Country of tax residence: United States $ 41,208,015.98 14.0000000000 % $ 43,083,588.55 14.3611961833 % € 13,779,294.27 9.1861961800 % BNP Paribas Scheme reference number: 5/B/255139/DTTP Country of tax residence: France $ 33,649,960.05 12.0178428750 % $ 36,053,528.63 12.0178428767 % € 18,026,764.33 12.0178428867 % PNC Bank, National Association Scheme reference number: 13/P/63904/DTTP Country of tax residence: United States $ 26,098,535.29 9.3209054607 % $ 27,962,716.37 9.3209054567 % € 13,981,358.19 9.0000000000 % U.S. Bank National Association Scheme reference number: 13/U/62184/DTTP Country of tax residence: United States $ 26,098,535.28 9.3209054571 % $ 27,962,716.38 9.0000000000 % € 13,981,358.19 9.0000000000 % Societe Generale, London Branch $ 8,000,000.00 2.8571428572 % — — € 12,400,000.00 8.2666666667 % Lender Term Loan Commitment Commitment Percentage (Term Loan Facility) Revolving Credit (US) Commitment Commitment Percentage (Revolving Credit (US) Facility) Revolving Credit (UK) Commitment Commitment Percentage (Revolving Credit (UK) Facility) Societe Generale Scheme reference number: 5/S/70085/DTTP Country of tax residence: France $ 12,000,000.00 4.0000000000 % — — € 18,600,000.00 12.4000000000 % Deutsche Bank AG New York Branch Scheme reference number: 7/D/70006/DTTP Country of tax residence: Federal Republic of Germany — — $ 25,700,000.00 8.5666666667 % € 12,900,000.00 8.6000000000 % The Northern Trust Company Scheme reference number: 13/N/60122/DTTP Country of tax residence: United States $ 9,320,905.46 3.3288948071 % $ 9,986,684.42 3.3288948067 % € 4,993,342.21 3.3288948066 % Total $ 280,000,000.00 100.0000000000 % $ 300,000,000.00 100.0000000000 % € 150,000,000.00 100.0000000000 % ANNEX B TERM LOAN FACILITY AMORTIZATION SCHEDULE Payment Date Principal Payment Amount July 20, 2018 $ 56,000,000.00 July 20, 2019 $ 56,000,000.00 July 20, 2020 $ 56,000,000.00 July 20, 2021 $ 56,000,000.00 July 20, 2022 $ 56,000,000.00 EXHIBIT A to Credit Agreement dated as of July 20, 2017 by and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANKamong AptarGroup, NEW YORK BRANCHInc. and AptarGroup UK Holdings Limited, As a Lenderas Borrowers, the Lenders referred to therein, as Lenders, and an Extending Lender ByXxxxx Fargo Bank, National Association, as Administrative Agent FORM OF BORROWING NOTICE BORROWING NOTICE Dated as of: /s/ , 20 Xxxxx Xxxxxxx NameFargo Bank, National Association, as Administrative Agent MAC D 1109-019 0000 Xxxx X.X. Xxxxxx Blvd. Charlotte, North Carolina 28262 Attention: Xxxxx Xxxxxxx TitleSyndication Agency Services E-mail Address: Authorized Signatory Amendment No. 2 xxxxxxxxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Ladies and Extension Gentlemen: This Borrowing Notice is delivered to you pursuant to Section 2.2 of the Credit Agreement dated as of July 20, 2017 (Xxxxxxxx Partners L.P.) SCOTIABANC INC.as amended, As restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among AptarGroup, Inc., a LenderDelaware corporation (the “Company”), AptarGroup UK Holdings Limited, a private limited company organized under the laws of England (the “UK Borrower”; together with the Company, collectively the “Borrowers” and each a “Borrower”), the lenders from time to time party thereto, as Lenders, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment NoXxxxx Fargo Bank, National Association, as Administrative Agent. 2 Capitalized terms used herein and Extension Agreement not defined herein shall have the meanings assigned thereto in the Credit Agreement. The undersigned hereby requests on behalf of the Borrower referenced in item 6 below (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTselect one):

Lenders. CITIBANKKEYBANK NATIONAL ASSOCIATION, N.A., As Administrative Agent, individually as a Lender, an Extending Lender, Lender and an Issuing Bank as the Agent By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxxx Xxxx Name: Xxxxxxx X. Xxxxxxx Xxxxxxxx Xxxx Title: Assistant Vice President CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxx XxXxxxxx Name: Xxx XxXxxxxx Title: Vice President CITIZENS BANK, N.A. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Vice President BMO XXXXXX BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank N.A. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT MIZUHO BANK, As a Lender, an Extending Lender, and an Issuing Bank LTD By: /s/ Xxxxx Xxxxxxx XxXxxxxxxxx Name: Xxxxx Xxxxxxx XxXxxxxxxxx Title: Managing Director Authorized Signatory SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx Xxxxxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE Executive Officer COMERICA BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender COMPASS BANK By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender Senior Vice President SYNOVUS BANK By: /s/ Xxxxx Xxxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director SOCIÉTÉ GÉNÉRALE By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director____________________________________ ACKNOWLEDGED AND AGREED: BORROWER: GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: GLOBAL NET LEASE, INC., a Maryland corporation, its general partner By: /s/ Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxxx Title: Chief Financial Officer REIT: GLOBAL NET LEASE, INC., a Maryland corporation By: /s/ Xxxxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxxx Title: Chief Financial Officer INTERNATIONAL HOLDCO: ARC GLOBAL HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKFGLOBAL II HOLDCO: ARC GLOBAL II HOLDCO, N.A. dba BANK OF OKLAHOMA As LLC, a Lender, and an Extending Lender Delaware limited liability company By: /s/ J. Xxxx Xxxxxx Xxxxxxx Xxxxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxx Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC.[Signatures Continue on Following Page] SUBSIDIARY GUARANTORS: ARC SPHRSNJ001 URBAN RENEWAL ENTITY, As LLC, a Lender, and an Extending Lender New Jersey limited liability company By: /s/ X.X. Xxxx Xxxxxxx Anderson______ Name: X.X. Xxxx Xxxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Authorized Signatory ARC CWARANE001, LLC, ARC CWRVTIL001, LLC, ARC CWSALKS001, LLC, ARC CWUVLOH001, LLC, ARC CWVININ001, LLC, ARC CWWPKMN001, LLC, ARC WWHWCMI001, LLC, ARC GSFRNTN001, LLC, ARC TFDPTIA001, LLC, ARC NOWILND001, LLC, ARC GSDVRDE001, LLC, ARC CWGRDMI001, LLC, each a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTName: Xxxxxxx Xxxxxxxx Title: Authorized Signatory XXX XXXXXXX000, XXX, XXX XXXXXXX000, LLC, ARC GSDALTX001, LLC, ARC NOPLNTX001, LLC, ARC DRINDIN001, LLC, ARC VALWDCO001, LLC, ARC GBLMESA001, LLC, ARC FEAMOTX001, LLC, ARC FECPEMA001, LLC, ARC FESANTX001, LLC, ARC WNBRNMO001, LLC, ARC VCLIVMI001, LLC, ARC CTFTMSC001, LLC, each a Delaware limited liability company By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory ARC TFKMZMI001, LLC, ARC SWWSVOH001, LLC, ARC FD73SLB001, LLC, ARC WMWSLNC001, LLC, ARC SANPLFL001, LLC, ARC FEWNAMN001, LLC, ARC DG40PCK001, LLC, ARC FEWTRNY001, LLC, ARC KUSTHMI001, LLC, ARC FELEXKY001, LLC, ARC GECINOH001, LLC, ARC DNDUBOH001, LLC, ARC FELKCLA001, LLC, ARC FD34PCK001, LLC, ARC OGHDGMD001, LLC, ARC FSMCHIL001, LLC, ARC FEBILMA001, LLC, ARC AMWCHKS001, LLC, ARC DINCNOH001, LLC, ARC FESALUT001, LLC, ARC CGJNSMI001, LLC, ARC CGFRSMI001, LLC, each a Delaware limited liability company By:_ /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory ARC CGWRNMI001, LLC, ARC FEPIESD001, LLC, ARC GSFFDME001, LLC, ARC GSRNGME001, LLC, ARC GSRPCSD001, LLC, ARC TRLIVMI001, LLC, ARC FEHBRKY001, LLC, ARC CGMARSC001, LLC, ARC CGLGNIN001, LLC, ARC CGMADIN001, LLC, ARC MSELGIL001, LLC, ARC JTCHATN001, LLC, ARC JTCHATN002, LLC, ARC BHSBDIN001, LLC, ARC HLHSNTX001, LLC, ARC FEMANMN001, LLC, ARC GSRTNNM001, LLC, ARC ACHNETH001, LLC, ARC KPHTNNE001, LLC, ARG CBSKSMO001, LLC, ARC ODVLONET001, LLC, each a Delaware limited liability company By:_ /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory ARG VAGNVFL001, LLC, ARG CMPCRMS001, LLC, ARG LSWYGMI001, LLC, ARG LSCHIIL001, LLC, ARG LSCHIIL002, LLC, ARG LSCHIIL003, LLC, ARG CSBLVMI001, LLC, ARG CSHMDIN001, LLC, ARG CSLIVMI001, LLC, ARG CSTWBOH001, LLC, ARG CSWYGMI001, LLC, ARG FCSTHMI001, LLC, ARG DPSPNIA001, LLC, ARG FEBLCID001, LLC, ARG RMAKROH001, LLC, ARC FEGBRNC001, LLC, each a Delaware limited liability company By:_ /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory

Lenders. CITIBANKTHE SUMITOMO TRUST & BANKING CO., N.A.LTD NEW YORK BRANCH Revolving Credit Commitment $25,000,000 By___________________________ Title: Lending Office for all Loans: The Sumitomo Trust & Banking Company., As Administrative AgentLtd. New York Branch 000 Xxxxxxx Xxxxxx Xxx Xxxx, a LenderXX 00000 Address for Notices: 000 Xxxxxxx Xxxxxx Xxx Xxxx, an Extending LenderXxx Xxxx 00000 Attention: Mr. Hiro Mizuno Telecopier No.: (000) 000-0000 Telephone No.: (000) 000-0000 Exibit 10.1 LENDERS THE TOKAI BANK, and an Issuing Bank LIMITED NEW YORK BRANCH Revolving Credit Commitment $25,000,000 By___________________________ Title: /s/ Lending Office for all Loans: 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Haruyo Niki Fax: 000-000-0000 Phone: 000-000-0000 Address for Notices: 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxx Xxxxxxx X. Xxxxxxx NameTelecopier No.: 000-000-0000 Telephone No.: 000-000-0000 Exhibit 10.1 LENDERS XXXXX FARGO BANK N.A. Revolving Credit Commitment $25,000,000 By___________________________ Title: By___________________________ Title: Lending Office for all Loans: 000 Xxxxxxxxxx Xxxxxx 9th Fl. San Francisco, CA 95163 Address for Notices: 000 Xxxxxxxxxx Xxxxxx, 9th Floor San Francisco, CA 95163 Attention: Xxxxxxx X. Xxxxxxx TitleXxxxx Telecopier No.: Vice President BANK OF AMERICA, N.A., As a Lender, an Extending Lender, and an Issuing Bank By(000) 000-0000 Telephone No.: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.000) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO000-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENT0000 Exhibit 10.1

Lenders. CITIBANK$40,000,000 KEYBANK NATIONAL ASSOCIATION, Individually and as Administrative Agent By: /s/ Xxxxxxxx Xxxxxxx Print Name: Xxxxxxxx Xxxxxxx Title: Assistant Vice President 000 Xxxxxx Xxxxxx 0xx Xxxxx Xxxxxxxxx, XX 00000 Phone: 216/000-0000 Facsimile: 216/689-5819 Attention: Xxxxx Xxxxxx With a copy to: 000 Xxxxxx Xxxxxx 0xx Xxxxx Xxxxxxxxx, XX 00000 Phone: 216/000-0000 Facsimile: 216/689-4997 Attention: Xxx Xxxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $40,000,000 ROYAL BANK OF CANADA By: /s/ Xxxxx Xxxx Print Name: Xxxxx Xxxx Title: Authorized Signatory Three World Financial Center, 000 Xxxxx Xxxxxx New York, New York 00000-0000 Phone: 212/000-0000 Facsimile: 212/428-6460 Attention: Xxxxx Xxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $35,000,000 U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President 000 X. XxXxxxx St., Suite 210 Chicago, IL 60604 Telephone: 312/000-0000 Facsimile: 312/325-8852 Attention: Xxxx X. Xxxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $30,000,000 RBS CITIZENS, N.A., As Administrative AgentIndividually and as Documentation Agent By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President 0000 Xxxxxxxx Xxxxxx, a LenderXXX000 Xxxxxxxxx, an Extending LenderXxxx 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 Attention: Xxxxx Xxxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $30,000,000 THE BANK OF NOVA SCOTIA, Individually and an Issuing as Documentation Agent By: /s/ Xxxxxx Xxxxxxx Print Name: Xxxxxx Xxxxxxx Title: Director The Bank of Nova Scotia 00 Xxxx Xxxxxx Xxxx – 00xx Xxxxx Xxxxxxx, XX X0X 0x0 Phone: 000-000-0000 Facsimile: 000-000-0000 Attention: Xxxxxx Xxxxxxx, Director [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $25,000,000 JPMORGAN CHASE BANK, N.A. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Director 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000 Phone: 212/000-0000 Facsimile: 646/534-0574 Attention: Xxxxxxxx X. Xxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $25,000,000 THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York) By: /s/ Xxxxx Xxxx Print Name: Xxxxx Xxxx Title: Managing Director Xxx Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Telephone: 212/000-0000 Facsimile: 212/809-9520 Attention: Xxxxxxx XxXxxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $20,000,000 PNC BANK, NATIONAL ASSOCIATION, Individually By: /s/ Xxxx X. Xxxxxx, XX Print Name: Xxxx X. Xxxxxx, XX Title: Senior Vice President 0000 X. Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxx, Xxxx 00000 Phone: 216/000-0000 Facsimile: 216/222-6070 Attention: Xxxx X. Xxxxxx, XX [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $20,000,000 REGIONS BANK By: /s/ Xxx XxxXxxxxx Name: Xxx XxxXxxxxx Title: Senior Vice President 0000 Xxxxxxxx Xxxx., Ste. 100 Charlotte, NC 28211 Telephone: 704/000-0000 Facsimile: 704/442-4790 Attention: Xxx XxxXxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $20,000,000 SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx Xxxx Print Name: Xxxxxxx X. Xxxx Title: General Manager 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Phone: 212/000-0000 Facsimile: 212/224-4887 Attention: Mr. Xxxxxx Xxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $20,000,000 THE HUNTINGTON NATIONAL BANK By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Vice-President 000 Xxxxxx Xxxxxx XX00 Xxxxxxxxx, Xxxx 00000 Telephone: 216/000-0000 Facsimile: 877/834-3517 Attention: Xxxxxx XxXxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $15,000,000 CAPITAL ONE, N.A., By: /s/ Xxxxxxx Xxxxxxxx Print Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President 0000 Xxxxxxx Xxx Xxxxx XxXxxx, VA 22102 Phone: 000-000-0000 Facsimile: 703-720-2023 Attention: Xxxxxx Xxxxxx Vice President [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $15,000,000 XXXXXXX XXXXX BANK USA By: /s/ Xxxx Xxxxxx Print Name: Xxxx Xxxxxx Title: Authorized Signatory c/o Goldman Sachs & Co. 30 Xxxxxx Street, 00xx Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000 Phone: 212/000-0000 Facsimile: 917/977-3966 Attention: Xxxxxxxx Xxxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $15,000,000 UBS LOAN FINANCE LLC By: /s/ Xxxxxxx Xxxxxxxxx Print Name: Xxxxxxx Xxxxxxxxx Title: Associate Director By: /s/ Xxxx Xxxxx Print Name: Xxxx Xxxxx Title: Director 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 Attention: Xxxxxxxx Xxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $15,000,000 XXXXX FARGO BANK, N.A. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Senior Vice-President Xxxxx Fargo Bank 000 X. Xxxxxx Drive Suite 1900 Chicago, IL 60606 Telephone: 000-000-0000 Facsimile: 000-000-0000 Attention: Xxx Xxxxxx With a copy to: Xxxx Xxxxx Loan Administrator Xxxxx Fargo Bank 000 X. Xxxxxx Drive Suite 1900 Chicago, IL 60606 Phone: (000) 000-0000 Fax: (000) 000-0000 [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $10,000,000 CITICORP NORTH AMERICA, INC. By: /s/ Xxxx X. Xxxxxxx Print Name: Xxxx X. Xxxxxxx Title: Director 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Phone: 212/000-0000 Facsimile: 866/838-9234 Attention: Xxxx Xxxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $10,000,000 FIRST TENNESSEE BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Sr. Vice President BANK OF AMERICAFirst Tennessee Bank 000 Xxxxxx Xxxxxx Xxxxxxxxxxx, N.A., As a Lender, an Extending Lender, and an Issuing Bank Xxxxxxxxx 00000 Phone: 423/000-0000 Facsimile: 423/757-4040 Attention: Xxxx Xxxxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $10,000,000 THE NORTHERN TRUST COMPANY By: /s/ Xxxxx Xxxxx X. Xxxx Print Name: Xxxxx X. Xxxx Title: Second Vice President 00 X. XxXxxxx St., Floor M-27 Chicago, Illinois 60603 Phone: 312/000-0000 Facsimile: 312/557-1425 Attention: Xxxxx X. Xxxx [SIGNATURE PAGES TO THE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] $5,000,000 DEUTSCHE BANK TRUST COMPANY AMERICAS, INC. By: /s/ Xxxxxx X. Xxxxxxxx Print Name: Xxxxxx X. Xxxxxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Print Name: Xxxxx Xxxxxxx Title: Managing Director By000 Xxxxxxxx Xxxxx #000 Xxxxxx, Xxxxx 00000 Phone: /s/ Xxxxxxx Xxxxxx Name214/000-0000 Facsimile: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name214/740-7910 Attention: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Xxxxx [SIGNATURE PAGES TO THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO FIRST AMENDMENT NO. 2 AND EXTENSION AGREEMENTTO

Lenders. CITIBANKJPMORGAN CHASE BANK, N.A.N.A. (successor by merger to Bank One, As N.A. (Illinois)) a national banking association as a Lender and as Administrative Agent, a Lender, an Extending Lender, and an Issuing Bank Agent By: /s/ Xxxxxxx X. /S/ Wm. Xxxx Xxxxxxx Name: Xxxxxxx X. Wm. Xxxx Xxxxxxx Title: Vice President BNP PARIBAS as a Lender and as Syndication Agent By: /S/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director By: /S/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President THE BANK OF AMERICA, N.A., As NOVA SCOTIA as a Lender, an Extending Lender, Lender and an Issuing Bank as a Co-Documentation Agent By: /s/ Xxxxx /S/ M.D. Xxxxx Name: Xxxxx M.D. Xxxxx Title: Director BARCLAYS Agent COMERICA BANK PLC, As as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Sydney /S/ Xxxxx X. Xxxxxx Name: Sydney Xxxxx X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As Vice President TORONTO DOMINION (TEXAS) LLC as a Lender, an Extending Lender, Lender and an Issuing Bank as a Co-Documentation Agent By: /s/ /S/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Agent UNION BANK OF CALIFORNIA, N.A. as a Lender By: /S/ Xxxxxxxx Coil Name: Xxxxxxxx Coil Title: Vice President By: /S/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President CREDIT SUISSE FIRST BOSTON acting through its Cayman Island branch as a Lender By: /S/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President By: /S/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxx Xxxxxxxx Title: Managing Director Associate BANK OF AMERICA N.A. as a Lender By: /s/ /S/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Director KEY BANK, as a Lender By: /S/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President FORTIS CAPITAL CORP., as a Lender By: /S/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President By: /S/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE XXXXX FARGO BANK, N.A., As NA as a Lender, an Extending Lender, and an Issuing Bank Lender By: /s/ Xxxxxx /S/ Xxxxx X. Xxxxxx Name: Xxxxxx Xxxxx X. Xxxxxx Title: Vice President MIZUHO BANKCITIBANK TEXAS, LTD., As a Lender, an Extending Lender, and an Issuing Bank N.A. By: /s/ Xxxx Mo Name: Xxxx Mo Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIA, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ /S/ Xxxxxx Xxxxxxxx XxXxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx XxXxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTPresident

Lenders. CITIBANK, N.A., As SUNTRUST BANK as Administrative Agent, a Lender, an Extending Lender, Agent and an Issuing Bank Lender By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxxx Title: Vice President BANK OF AMERICA, N.A., As a LenderSUCCESSOR BY MERGER TO XXXXXXX XXXXX BANK USA By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President CITIBANK, an Extending LenderN.A. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Attorney-in-Fact BNP PARIBAS By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director By: /s/ Xxxx Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxx Title: Vice President JPMORGAN CHASE BANK, and an Issuing Bank N.A. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Underwriter DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS Authorized Signatory XXXXXX XXXXXXX BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxxx Xxxxxx Title: Managing Director Authorized Signatory XXXXX FARGO BANK, N.A. By: /s/ Xxxxxxx Xxxxxx Xxxxxxxxx Faith Name: Xxxxxxx Xxxxxx Xxxxxxxxx Faith Title: Managing Director JPMORGAN CHASE BANKUBS AG, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank STAMFORD BRANCH By: /s/ Xxxx Mo X. Xxxxx Name: Xxxx Mo X. Xxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) THE BANK OF NOVA SCOTIAAssociate Director, As a LenderBanking Products Services, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) COMPASS BANK, As a Lender, and an Extending Lender US By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) Associate Director, Banking Products Services, US XXXXXXX STREET CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) DEUTSCHE BANK AG NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender CORPORATION By: /s/ Xxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director Amendment No. 2 and Extension Agreement (Xxxxxxxx Partners L.P.) ANNEX I TO AMENDMENT NO. 2 AND EXTENSION AGREEMENTSignatory