Common use of Miscellaneous Provisions Clause in Contracts

Miscellaneous Provisions. 1. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 2. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First In order to induce the Lenders to enter into this Sixth Amendment, the Borrowers hereby represent and warrant that: (a) no Default or Event of Default exists as of the Sixth Amendment is limited Effective Date (as specified defined below), both before and shall not constitute a modification, acceptance or waiver immediately after giving effect to this Sixth Amendment; and (b) all of any other provision of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Sixth Amendment Effective Date, both before and after giving effect to this Sixth Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any other Loan Documentrepresentation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date). 2. This First Sixth Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement, any other Credit Documents or any of the other instruments or agreements referred to therein or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, any other Credit Documents or any of the other instruments or agreements referred to therein. 3. By executing and delivering a counterpart hereof, the Borrowers and each Subsidiary Guarantor hereby agrees that all Loans shall be guaranteed and secured pursuant to and in accordance with the terms and provisions of each of the U.S. Guaranty and Collateral Agreement and the Canadian Guaranty and Collateral Agreement and the other Security Documents in accordance with the terms and provisions thereof. 4. This Sixth Amendment may be executed in any number of counterparts (including by way of facsimile or other electronic transmission) and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Borrowers and the Administrative Agent. 35. THIS FIRST SIXTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 46. This First The amendments set forth in Sections I(8), I(14) and I(15) of this Sixth Amendment shall become effective on the date (the “First Sixth Amendment Effective Date”) when each of the following conditions shall have been satisfied or waived by the applicable party: (which, in the case a) no Default or Event of Default exists as of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Sixth Amendment Effective Date):, both before and immediately after giving effect to this Sixth Amendment; (ib) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Sixth Amendment Effective Date, both before and after giving effect to Sections I(8), I(14) and I(15) of this Sixth Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date); (c) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each GuarantorBorrowers, the Administrative Agent and the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to LendAmend LLC (facsimile number: 000-000-0000 / e-mail address: XxxxxxXxxxxx@xxxxxxxxx.xxx / online submission at xxx.XxxxXxxxx.xxx); (d) the Borrowers shall have paid to the Administrative Agent (or its applicable affiliate) all fees (other than the Amendment Fee (as defined below), each of which shall be originalpaid in accordance with Section 9 below), pdf costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent (or its applicable affiliate) to the extent then due. 7. The amendments set forth in Sections I(1) through I(7), I(9) through I(13), and I(16) through I(29) of this Sixth Amendment shall become effective on the date (the “Sixth Amendment Completion Date”) when each of the following conditions shall have been satisfied or waived by the applicable party: (a) the Sixth Amendment Effective Date shall have occurred; (b) no Default or Event of Default exists as of the Sixth Amendment Completion Date, both before and immediately after giving effect to this Sixth Amendment; (c) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Sixth Amendment Completion Date, both before and after giving effect to Sections I(1) through I(7), I(9) through I(13), and I(16) through I(29) of this Sixth Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Completion Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date); (d) the Minimum Extension Condition (as defined below) shall have been satisfied; (e) the Borrowers shall have paid to the Administrative Agent (or its applicable affiliate) all fees (other than the Amendment Fee (as defined below), which shall be paid in accordance with Section 9 below), costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent (or its applicable affiliate) to the extent then due; and (i) the Borrowers shall have received proceeds of Permitted Second Lien Notes, Permitted Unsecured Notes and/or Permitted Convertible Notes in an aggregate principal amount equal to least $350,000,000 (collectively, “Permitted Junior Capital”), (ii) the Borrowers shall have received proceeds of Indebtedness (inclusive of the Permitted Junior Capital contemplated by clause (i) above but excluding Revolving Loans) in an aggregate principal amount equal to at least $400,000,000 and (iii) the entire aggregate amount of A Term Loans (and any interest thereon) shall have been paid in full on or prior to the date that is six months from the date hereof. (a) The amendments set forth in Section II of this Sixth Amendment shall become effective on the date (the “2014 Revolving Loan Commitment Extension Effective Date”) when each of the following conditions shall have been satisfied: (i) no Default or Event of Default exists as of the Sixth Amendment Effective Date, both before and immediately after giving effect to this Sixth Amendment; (ii) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the 2014 Revolving Loan Commitment Extension Effective Date, both before and after giving effect to Section II of this Sixth Amendment, with the same effect as though such representations and warranties had been made on and as of the 2014 Revolving Loan Commitment Extension Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date); (iii) the Submitting Revolving Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile copies or delivered by other electronic method transmission) the same to LendAmend LLC (followed promptly facsimile number: 000-000-0000 / e-mail address: XxxxxxXxxxxx@xxxxxxxxx.xxx / online submission at xxx.XxxxXxxxx.xxx); (iv) Submitted Revolving Loan Commitment Amount shall be equal to at least 90% of the Total Revolving Loan Commitment at such time (unless such condition is waived by originalsthe Borrowers) unless otherwise specified(the “Minimum Extension Condition”); (v) the Sixth Amendment Completion Date shall have occurred or shall occur substantially simultaneously with the 2014 Revolving Loan Commitment Extension Effective Date; (vi) the Administrative Agent shall have received (A) a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent; , of the board of directors, other managers or general partner of each Credit Party (iior a duly authorized committee thereof) (A) on authorizing the First execution, delivery and performance of this Sixth Amendment and the performance of the Credit Agreement and the other Credit Documents, in each case as modified by this Sixth Amendment, certified as of the 2014 Revolving Loan Commitment Extension Effective Date both immediately prior to by an Authorized Officer of each Credit Party as being in full force and after giving effect to this First Amendment, no Default without modification or Event of Default shall exist amendment and (B) good standing certificates for each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, Party for each jurisdiction in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; andCredit Party is organized; (iiivii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant received from Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the terms Borrowers, executed legal opinions covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent; (viii) the Borrowers shall have paid to the Administrative Agent on behalf of each Lender which delivers to the Administrative Agent (or its counsel) an executed counterpart hereof by 5:00 p.m. (New York City time) on March 17, 2014 agreeing to exchange its Revolving Loan Commitment into a 2017 Revolving Loan Commitment, an extension fee (the “Extension Fee” in an amount equal to 50 basis points of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other 2017 Revolving Loan Party hereby Commitment of such Lender (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty reduction set forth in Section II(5)) (it being understood that the Borrowers shall have no liability to pay the Extension Fee if the 2014 Revolving Loan Commitment Extension Effective Date does not occur). (b) The Administrative Agent shall notify the Borrowers and the Liens created pursuant Lenders of the 2014 Revolving Loan Commitment Extension Effective Date promptly after the occurrence thereof, and shall deliver to the Collateral Documents for Borrowers and the benefit Lenders a completed copy of Schedule A to this Sixth Amendment reflecting the Secured Parties continue 2016 Revolving Loan Commitment of each 2016 Revolving Lender and 2017 Revolving Loan Commitment of each 2017 Revolving Credit Lender (after giving effect to be the reduction set forth in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor AgreementSection II(5)), in each case after giving effect to this First Amendmentthe 2014 Revolving Loan Commitment Extension Effective Date. 9. The Borrowers hereby agree that, all so long as provided the Sixth Amendment Effective Date occurs, they shall pay to the Administrative Agent on behalf of each Lender which delivers to the Administrative Agent (or its counsel) an executed counterpart hereof by 5:00 p.m. (New York City time) on March 17, 2014 (or, if later, on the Sixth Amendment Effective Date), a non-refundable cash fee (the “Amendment Fee”) in Dollars in an amount equal to the sum of (x) 25 basis points of the aggregate principal amount of such Lender’s A Term Loans outstanding as of the Sixth Amendment Effective Date, (y) 25 basis points of the aggregate principal amount of such Lender’s Revolving Loan Documents, Commitment (prior to giving effect to the reduction set forth in Section II(5)) in effect as of the Sixth Amendment Effective Date and acknowledges and agrees that (z) 50 basis points of the aggregate principal amount of such obligations and liabilities continue in full force and effect on Lender’s B Term Loans outstanding as of the Sixth Amendment Effective Date. The Amendment Fee shall be paid by the Borrowers to the Administrative Agent for distribution to the relevant Lenders not later than the Business Day following the Sixth Amendment Effective Date. 10. This Sixth Amendment shall constitute a continuous basis in respect of, and to secure, the Obligations under “Credit Document” for purposes of the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this First Amendment. 611. From and after each of the First Sixth Amendment Effective Date, (i) the Sixth Amendment Completion Date and the 2014 Revolving Loan Commitment Extension Effective Date, all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit AgreementAgreement as modified by each of the amendments effected on such respective dates, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementcontext may require. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Seventh Amendment, each of the Borrowers hereby represents and warrants that (i) no Default or Event of Default exists as of the Seventh Amendment Effective Date (as defined below) both immediately before and immediately after giving effect to this Seventh Amendment on such date and (ii) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on the Seventh Amendment Effective Date both immediately before and immediately after giving effect to this Seventh Amendment on such date, with the same effect as though such representations and warranties had been made on and as of the Seventh Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Seventh Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Seventh Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 34. THIS FIRST SEVENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Seventh Amendment shall become effective on the date (the “First Seventh Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) each of the Administrative Agent’s receipt of counterparts of this First Amendment executed by the BorrowerBorrowers, each Guarantor, the Administrative Agent other Credit Party and Lenders constituting the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxx (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agentfacsimile number: 000-000-0000 / e-mail address: xxxxxxxxxx@xxxxxxxxx.xxx); (ii) (A) on there shall have been delivered to Administrative Agent copies of resolutions of the First Board of Directors of each Credit Party approving and authorizing the execution, delivery and performance of this Seventh Amendment and the Credit Agreement as amended by this Seventh Amendment, certified as of the Seventh Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default by the corporate secretary or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as assistant secretary of such earlier date; andCredit Party as being in full force and effect without modification or amendment; (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant received from the U.S. Borrower fully executed counterparts of such amendments, modifications, acknowledgements, confirmations and/or supplements to the terms respective Security Documents and commitments to provide such endorsements to existing title policies (or new title policies) with respect to U.S. Mortgaged Properties, in each case as are reasonably requested by the Administrative Agent or the Required Lenders to ensure that all Obligations are secured by, and entitled to the benefits of, the relevant Security Documents; (iv) the Administrative Agent shall have received a solvency certificate from the chief financial officer or another senior financial officer of the U.S. Borrower in the form of Exhibit J to the Credit Agreement or as otherwise separately agreed in writing in connection with this First Agreement, except that such certificate shall be dated the Seventh Amendment Effective Date and shall be modified (to the satisfaction of the Administrative Agent and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (ARequired Lenders) agrees that, notwithstanding the effectiveness of this First Amendment, to provide that such certificate is being provided after giving effect to this First Amendment, the Guaranty Seventh Amendment Effective Date; and (v) the Borrowers shall have paid to the Administrative Agent and the Liens created Lenders all fees, costs and expenses payable to the Administrative Agent and the Lenders to the extent then due pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as ; provided in such Loan Documents, and acknowledges and agrees however that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each event that the requirements of clause (iii) of this Section 5 are not satisfied on the date that all of the other Loan Documents conditions set forth in this Section 5 shall have been satisfied, this Seventh Amendment shall nevertheless be deemed to have become effective and the Credit Agreement Seventh Amendment Effective Date shall be deemed to have occurred, provided that the U.S. Borrower shall take all actions required to satisfy the requirements of clause (iii) of this Section 5 which were not satisfied on the Seventh Amendment Effective Date within 10 calendar days following the Seventh Amendment Effective Date (or such later date not to exceed 30 calendar days following the Seventh Amendment Effective Date as shall be determined by the Administrative Agent or the Required Lenders in their respective sole discretion). Any failure to comply with the provisions of the immediately preceding proviso shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” an Event of Default for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) before and after giving effect to this Second Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Second Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement or the other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set Delivery of counterparts any executed counterpart of this Second Amendment by telecopy or electronic mail by any party hereto shall be lodged with the Borrower and the Administrative Agenteffective as such party’s original executed counterpart. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 45. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by Parent, the Borrower, each Guarantor, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counter­parts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx), (ii) the Borrower shall have paid a non-refundable cash fee in Dollars in an amount equal to 25 basis points (0.25%) on an amount equal to the Commitment of each Lender party hereto as in effect on the Second Amendment Effective Date (immediately prior to the occurrence thereof), which fee shall be earned by each such Lender and made payable to the Administrative Agent for distribution to such Lenders, (iii) the Borrower shall have paid to the Administrative Agent all outstanding fees and expenses in connection with the Second Amendment (including, without limitation, the fees and expenses of White & Case LLP) and (iv) the Borrower shall have delivered to the Lenders an appraisal report of a recent date (and in no event dated earlier than 30 days prior to the delivery thereof to the Lenders) in scope, form and substance, and from independent appraisers, reasonably satisfac­tory to the Administrative Agent, stating the then current fair market value of each of the Mortgaged Vessels on such date, the results of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentLenders. 6. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First on the Second Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Fifth Amendment, each of the Borrowers hereby represents and warrants that (i) no Default or Event of Default exists as of the Fifth Amendment Effective Date after giving effect to this Fifth Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fifth Amendment Effective Date after giving effect to this Fifth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Fifth Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 34. THIS FIRST FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Fifth Amendment shall become effective on the date (the “First Fifth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) each of the Administrative Agent’s receipt of counterparts of this First Amendment executed by the BorrowerBorrowers, each Guarantorother Credit Party and Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxx (facsimile number: 000-000-0000 / e-mail address: xxxxxxxxxx@xxxxxxxxx.xxx); and (ii) the Borrowers shall have paid to the Administrative Agent and the Required LendersLenders all fees, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form costs and substance reasonably satisfactory expenses payable to the Administrative Agent; (ii) (A) on Agent and the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except Lenders to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it then due pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsAgreement. 56. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding that all Obligations of the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created Credit Parties shall be fully guaranteed pursuant to the Collateral Documents for relevant Guaranties and shall be fully secured pursuant to the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Security Documents, in each case after giving effect to in accordance with the respective terms and provisions thereof and that this First AmendmentFifth Amendment does not in any manner constitute a novation of any Obligations under any of the Credit Documents. 67. From and after the First Fifth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that other than with respect to a Default or Event of Default that has occurred under Section 11.03(ii) of the Credit Agreement as a result of a violation of Section 9.03 of the Credit Agreement (which Default or Event of Default is cured by this Second Amendment), (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined herein) before giving effect to this Second Amendment, (ii) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined herein) after giving effect to this Second Amendment and (iii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. The Credit Agreement is limited as specified modified only by the express provisions of this Second Amendment and this Second Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan DocumentCredit Document except as specifically set forth herein. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. 45. This First Second Amendment shall become effective on the date Amendment Date (and the “First amendments and other modifications set forth herein shall apply retroactively as of the Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent other Credit Party and the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Dateto White & Case LLP, except to the extent such representations and warranties expressly relate to an earlier date0000 Xxxxxx xx xxx Xxxxxxxx, in which case they shall be true and correct in all material respects Xxx Xxxx, XX 00000; Attention: May Yip (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreementfacsimile number: 000-000-0000 / email: xxxx@xxxxxxxxx.xxx), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Fourth Amendment, each of Holdings and the Borrower hereby represents and warrants that: (i) all of the representations and warranties contained in the Credit Documents are true and correct in all material respects both before and immediately after giving effect to the Fourth Amendment Effective Date, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date); and (ii) no Default or Event of Default exists before or immediately after giving effect to the amendments set forth in this Fourth Amendment on the Fourth Amendment Effective Date. 2. This First Fourth Amendment is limited as specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any Documents, all of which other Loan Documentprovisions are hereby ratified and confirmed and are in full force and effect. Each Credit Party party to this Fourth Amendment acknowledges and agrees that all Guaranteed Obligations (as defined in the Subsidiaries Guaranty after giving effect to this Fourth Amendment) remain secured by the Security Documents and that the Secured Creditors remain entitled to the benefits of the Security Documents. 23. This First Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered (including by way of facsimile or other electronic transmission) shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKYORK (WITHOUT REGARD TO CONFLICTS OF LAWS RULES AND PRINCIPLES THEREUNDER OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 45. This First The Fourth Amendment shall become effective on the date (the “First Fourth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each GuarantorCredit Parties, the Administrative Agent and the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx (followed promptly by originalsfacsimile number: 000-000-0000 / e-mail address: xxxxxxxx@xxxxxxxxx.xxx); and (ii) unless otherwise specifiedthe Borrower shall have paid (a) to the Administrative Agent all fees and reasonable and documented out-of-pocket expenses owing to it in connection with this Fourth Amendment and shall have reimbursed the Administrative Agent for all reasonable and documented out-of pocket legal expenses of White & Case LLP incurred in connection with the Credit Agreement (including, without limitation, in form connection with this Fourth Amendment) and substance reasonably satisfactory invoiced on or before the date hereof, (b) to the Administrative Agent; , for the account of each Lender that delivers a counterpart signature page to this Fourth Amendment at or prior to 12.00 noon, New York City time, on January 18, 2012, a consent fee (iithe “Consent Fee”) (A) in an amount equal to 0.50% of the aggregate principal amount of Term Loans of such Lender, which Consent Fee shall be earned, due and payable in immediately available funds on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Fourth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier dateand, in which case they once paid, shall be true non-refundable, and correct in all material respects (or, if qualified by materiality, in all respectsc) as of such earlier date; and (iii) the Administrative Agent shall have been paid all any other fees then due and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing payable in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Fourth Amendment. 6. From and after the First Fourth Amendment Effective Date, (i) all references in the each Credit Agreement and each of the other Loan Documents Document to the “Credit Agreement Agreement” shall be deemed to be references to the Credit Agreement, Agreement as modified hereby hereby. 7. After the execution and (ii) delivery to the Administrative Agent of a fully executed copy of this First Fourth Amendment shall by the parties hereto, this Fourth Amendment may only be deemed changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to constitute a “Loan Document” for all purposes Section 11.12 of the Credit Agreement. 78. For the avoidance of doubt, the parties hereto acknowledge and agree that any failure by Holdings or Borrower to comply with the requirements of Part II of this Fourth Amendment (including, without limitation, clauses (a) through (d) of Section 10.14 1 of Part II hereof) shall constitute an immediate Event of Default under Section 9.03 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandiAgreement.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, each of the Loan Agreement Parties hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date both immediately before and immediately after giving effect thereto and (ii) all of the representations and warranties contained in the Credit Agree­ment and the other Loan Documents are true and correct in all material NEWYORK 4549706 (2K) 2 respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Second Amendment is limited as specified and shall not constitute a modificationmodifi­cation, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Canadian Parent and the Administrative Agent. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) each of the Administrative Agent’s receipt Loan Agreement Parties and Lenders constituting the Requisite Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of counterparts of this First Amendment executed by facsimile or other electronic transmission) the Borrowersame to White & Case LLP, each Guarantor0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Yip (facsimile number: 000-000-0000 / email address: xxxx@xxxxxxxxx.xxx); and (ii) the Loan Agreement Parties shall have paid to the Administrative Agent and the Required LendersLenders all fees, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form costs and substance reasonably satisfactory expenses payable to the Administrative Agent; (ii) (A) on Agent and the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except Lenders to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it then due pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each any other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentDocument. 6. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and hereby. NEWYORK 4549706 (ii2K) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.3

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, Holdings and Company hereby represent and warrant to each of the Lenders that (i) all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on the Third Amendment Effective Date (as defined below), both before and after giving effect to this Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) there exists no Potential Event of Default or Event of Default on the Third Amendment Effective Date, both before and after giving effect to this Amendment. 2. This First Amendment is limited as specified and shall not constitute a an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower Company and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”"THIRD AMENDMENT EFFECTIVE DATE") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) Holdings, Company and the Administrative Agent’s receipt Requisite Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of counterparts telecopier) the same to each of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required LendersCompany (telecopier no.: (914) 701-8415, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agentattention: Xxxxxxx Xxxxxxxo); (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except xxxxxxxxxxxxx xmendments and/or consents to the extent such representations and warranties expressly relate AFL III Financing Agreement (including a consent to an earlier date, in which case they corresponding amendments to the AFL III Leases) shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier datehave become effective; and (iii) Company shall have paid to the Administrative Agent shall have been paid and the Lenders all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses owing to it pursuant expenses) payable to the terms of Administrative Agent and the Credit Agreement or as otherwise separately agreed in writing Lenders in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. The Company hereby covenants and agrees, so long as the Third Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Company a counterpart hereof, at or before such time as executed counterparts hereof have been delivered to the Company by the Requisite Lenders, a non-refundable cash amendment fee equal to ____% of the aggregate outstanding principal amount of such Lender's Loans (determined immediately prior to the Third Amendment Effective Date), which fee shall not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to the Lenders on the Business Day following such delivery by the Requisite Lenders. 7. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of in the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 10. This First Xx order to induce the Lenders to enter into this Third Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Third Amendment is limited Effective Date (as specified defined below) after giving effect to this Third Amendment and shall not constitute a modification, acceptance or waiver (ii) all of any other provision of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or any other Loan Documentwarranty that by its terms is made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Third Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement and the other Credit Documents or any of the other instruments or agreements referred to therein except as set forth herein or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, as amended hereby, the other Credit Documents or any of the other instruments or agreements referred to therein. The Administrative Agent, the Collateral Agent and the Lenders expressly reserve all their rights and remedies except as expressly set forth in this Third Amendment. 3. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Third Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. 45. This First Third Amendment shall become effective on as of the date (the “First Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent Subsidiary Guarantors and the Required Lenders, each of which Lenders shall be original, pdf or facsimile copies or delivered by other electronic method have signed a counterpart hereof (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with whether the same effect as though made on or different counterparts) and as shall have delivered (including by way of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iiiemail) the Administrative Agent shall have been paid all fees and expenses owing same to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000; Attention: Xxxx Xxxxxxx (email: xxxx.xxxxxxx@xxxxxxxxx.xxx). By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment.​ 6. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby hereby. From and (ii) after the Third Amendment Effective Date, this First Third Amendment shall be deemed to constitute a “Loan Document” for all purposes of the constitute a Credit Agreement. 7Document. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.​ ​ ​

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) each Credit Agreement Party and the Administrative Agent’s receipt Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of counterparts of this First Amendment executed by facsimile transmission) the Borrower, each Guarantor, same to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby Notice Office and (ii) this First Amendment the Investment Subsidiary shall be deemed to constitute a “Loan Document” for all purposes have complied with the requirements of the Credit Agreement. 7. clause (y)(v) of Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.9.11

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below), both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Second Amendment Effective Date”") when each of Credit Agreement Party, the following conditions Lenders constituting the Required Lenders and the Pledgee shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (ifacsimile transmission) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, same to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement and the U.S. Pledge Agreement shall be deemed to be references to the Credit Agreement or the U.S. Pledge Agreement, as the case may be, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that (x) no Default or Event of Default exists as of the Fourth Amendment Effective Date, both before and after giving effect to this Amendment and (y) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fourth Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Fourth Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby the Banks constituting the Required Banks shall have signed a counterpart hereof (Awhether the same or different counterparts) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party shall have delivered (including by way of facsimile transmission) the Closing Date Intercreditor Agreementsame to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxx (facsimile number 212-354-8113), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Fourth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, the Borrower represents and warrants that: (a) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower PCA and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”"FIRST AMENDMENT EFFECTIVE DATE") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. This First In order to induce the Lenders to enter into this Fifth Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Fifth Amendment Effective Date (as defined herein) before or after giving effect to this Fifth Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fifth Amendment Effective Date both before and after giving effect to this Fifth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. The Credit Agreement is limited as specified modified only by the express provisions of this Fifth Amendment and this Fifth Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan DocumentCredit Document except as specifically set forth herein. 23. This First Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. 45. This First Fifth Amendment shall become effective on the date (the “First Fifth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent other Credit Party and the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Dateto White & Case LLP, except to the extent such representations and warranties expressly relate to an earlier date0000 Xxxxxx xx xxx Xxxxxxxx, in which case they shall be true and correct in all material respects Xxx Xxxx, XX 00000; Attention: May Yip (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreementfacsimile number: 000-000-0000 / email: xxxx@xxxxxxxxx.xxx), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Fifth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. A. Each Guarantor, by its signature below, hereby confirms that its Guaranty shall remain in full force and effect and its Guaranty covers the obligations of each of the relevant Borrowers under the Credit Agreement, as modified and amended by this Amendment. B. In order to induce the Lenders to enter into this Amendment, the Corporation represents and warrants to the Lenders that, on the Third Amendment Effective Date, before, as of and after giving effect to the execution, delivery and performance by the Corporation of this Amendment and the transactions contemplated hereby, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the Third Amendment Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects only as of such specified date). C. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 2. D. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Corporation and the Administrative Agent. 3. E. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. 4. F. This First Amendment shall become effective on the date (the “First "Third Amendment Effective Date”") when each of the following conditions Borrowers, each Guarantor and the Required Lenders shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of facsimile transmission) the condition referred same to in clause the Administrative Agent (iiior its designee)) below, may be satisfied concurrently with . Administrative Agent shall promptly deliver notice to the Corporation of the occurrence of the First Third Amendment Effective Date):. (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to G. From and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Third Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First hereby. This Amendment shall be deemed to constitute a “Loan Document” Credit Document for all purposes of the Credit Agreement. 7. Section 10.14 of under the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandithe other Credit Documents.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, Holdings and each Borrower hereby represent and warrant that: (a) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both immediately before and immediately after giving effect to this First Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on the First Amendment Effective Date, both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (unless such representation or warranty relates to a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute or be deemed to constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document and shall not prejudice any right or rights that the Administrative Agents or the Lenders may have now or in the future under or in connection with the Credit Agreement or any other Loan Document.. Except as expressly amended or waived hereby, the provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect in accordance with their terms 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Parent Borrower and the U.S. Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 45. This The First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied satisfied: (whichi) Holdings, each Borrower and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: May Yip (facsimile number: 000-000-0000 / email address: xxxx@xxxxxxxxx.xxx); (ii) the Borrowers shall have paid to each Lender which executes and delivers to the U.S. Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on November 9, 2009 (or such later date and time specified by the Borrowers and notified in writing to the case Lenders by the U.S. Administrative Agent), a non-refundable cash fee (the “Amendment Fee”) in dollars in an amount equal to 0.05% of the condition referred to RCF Commitments of such Lender as in clause (iii)) below, may be satisfied concurrently with the occurrence of effect on the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First . The Amendment executed Fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter. The Amendment Fee shall be paid by the Borrower, each Guarantor, Borrowers to the U.S. Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory for distribution to the Administrative Agent; (ii) (A) on relevant Lenders not later than the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of Business Day following the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Borrowers shall have paid to the U.S. Administrative Agent shall have been paid (or its applicable affiliate) all fees, costs and expenses (including, without limitation, reasonable legal fees and expenses owing to it pursuant expenses) payable to the terms U.S. Administrative Agent (or its applicable affiliate) to the extent then required under Section 11.5 of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this on the First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. The Lenders hereby acknowledge and agree that, as a result of the amendments effected pursuant to preceding Part I (so long as the Fourth Amendment Effective Date occurs), (x) no test shall be required under Sections 9.08 or 9.09 for any period ended prior to the Fourth Amendment Effective Date, and the Lenders hereby irrevocably waive any violation of any of said covenants (as in effect prior to the Fourth Amendment Effective Date) based on the financial results for the four quarter period ended March 31, 2005 and (y) the test for March 31, 2005 pursuant to Section 9.10 shall be modified as provided in Section 16 of Part I above, and the Lenders hereby irrevocably waive any Default or Event of Default under said Section 9.10 to the extent based on the financial results for the four quarter period ended March 31, 2005, so long as no violation would occur for such period under Section 9.10 as amended hereby. 2. In order to induce the Lenders to enter into this Fourth Amendment, each of the Borrowers hereby represents and warrants that (i) no Default or Event of Default exists as of the Fourth Amendment Effective Date after giving effect to this Fourth Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fourth Amendment Effective Date after giving effect to this Fourth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 3. This First Fourth Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 24. This First Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 35. THIS FIRST FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 46. This First Fourth Amendment shall become effective on the date (the “First Fourth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) each of the Administrative Agent’s receipt of counterparts of this First Amendment executed by the BorrowerBorrowers, each Guarantor, the Administrative Agent other Credit Party and Lenders constituting the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Aditi Chawla (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agentfacsimile number: 000-000-0000 / e-mail address: xxxxxxx@xxxxxxxxx.xxx); (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations Borrowers and warranties set forth in each other Credit Party shall have entered into, and delivered to the Credit Agreement Administrative Agent, such amendments, acknowledgements, confirmations and/or supplements to the Security Documents and in the other Loan Documents shall be true and correct in all material respects such endorsements to existing title policies (or, if qualified by materialityor new title policies) with respect to U.S. Mortgaged Properties, in all respects) on and each case as of the First Amendment Effective Date Administrative Agent may reasonably request in connection with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier datethis Fourth Amendment; and (iii) the Borrowers shall have paid to the Administrative Agent shall have been paid and the Lenders all fees fees, costs and expenses owing payable to it the Administrative Agent and the Lenders to the extent then due pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsAgreement. 57. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding that all Obligations of the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created Credit Parties shall be fully guaranteed pursuant to the Collateral Documents for relevant Guaranties and shall be fully secured pursuant to the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Security Documents, in each case after giving effect to in accordance with the respective terms and provisions thereof and that this First Amendment. 6. From and after the First Fourth Amendment Effective Date, (i) all references does not in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to any manner constitute a “Loan Document” for all purposes novation of any Obligations under any of the Credit AgreementDocuments. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 111.1 The Parties: (a) acknowledge that it is their intent to consummate this Agreement; and (b) agree, subject to their fiduciary and other legal obligations, to cooperate to the extent reasonably necessary to effectuate and implement terms and conditions of this Agreement and to exercise their reasonable best efforts to accomplish the foregoing terms and conditions of this Settlement Agreement. This First Amendment Class Counsel and Respondent’s Counsel agree to cooperate with one another in seeking entry of the Preliminary Approval Order and the Final Approval order, and promptly to agree upon and execute all such other documentation as may be reasonably required to obtain final approval of the Settlement Agreement. 11.2 Each signatory to this Agreement represents and warrants (a) that he, she, or it has all requisite power and authority to execute, deliver and perform this Settlement Agreement and to consummate the transactions contemplated herein; (b) that the execution, delivery, and performance of this Settlement Agreement and the consummation by it of the actions contemplated herein have been duly authorized by all necessary corporate action on the part of each signatory; and (c) that this Settlement Agreement has been duly and validly executed and delivered by each signatory and constitutes its legal, valid and binding obligation. 11.3 The Parties intend this Settlement Agreement to be a final and complete resolution of all disputes between them with respect to the Released Claims by Class Plaintiff and the other Settlement Class Members and the General Release by Claimant, and each or any of them, on the one hand, against the Released Parties, and each or any of the Released Parties, on the other hand. Accordingly, the Parties agree not to assert in any forum that the Action was brought by Xxxxxxxx or defended by Respondent, or each or any of them, in bad faith or without a reasonable basis. 11.4 The Parties have relied upon the advice and representation of counsel, selected by them, concerning the claims hereby released. The Parties have read and understand fully this Settlement Agreement and have been fully advised as to the legal effect hereof by counsel of their own selection and intend to be legally bound by the same. 11.5 Each of the Parties has entered into this Agreement with the intention to avoid further disputes and litigation with the attendant risks, inconveniences, expenses, and contingencies. Accordingly, whether the Effective Date occurs, or this Settlement is limited terminated, neither this Settlement Agreement nor the Settlement contained herein, nor any arbitrator order, communication, act performed, or document executed pursuant to or in furtherance of this Settlement Agreement or the Settlement: a. is, may be deemed, or shall be used, offered or received against Respondent and/or the Released Parties, or each or any of them as specified an admission, concession or evidence of, the validity of any Released Claims or any claims released by the General Release by Claimant, the appropriateness of class or collective certification, the truth of any fact alleged by Claimant, the deficiency of any defense that has been or could have been asserted in the Action, the violation of any law or statute, the reasonableness of the Settlement Fund, Settlement Payment or the Fee Award, or of any alleged wrongdoing, liability, negligence, or fault of the Released parties, or any of them; b. is, may be deemed, or shall be used, offered or received against Respondent as, an admission, concession or evidence of any fault, misrepresentation or omission with respect to any statement or written document approved or made by the Released Parties, or any of them; c. is, may be deemed, or shall be used, offered or received against Claimant or the Settlement Class, or each or any of them as an admission, concession or evidence of, the infirmity or strength of any claims asserted in this Action, the truth or falsity of any fact alleged by Respondent, or the availability or lack of availability of meritorious defenses to the claims raised in the Action; d. is, may be deemed, or shall be used, offered or received against the Released Parties, or each or any of them as an admission or concession with respect to any liability, negligence, fault or wrongdoing as against any Released parties, in any civil, criminal, or administrative proceeding in any court, administrative agency or other tribunal. However, the Settlement, this Settlement Agreement, and any acts performed and/or documents executed in furtherance of or pursuant to this Settlement Agreement and/or Settlement may be used in any proceedings as may be necessary to effectuate the provisions of this Settlement Agreement. Moreover, if this Settlement Agreement is approved by the Arbitrator, any of the Released Parties may file this Settlement Agreement and/or the Final Approval Order in any action that may be brought against such parties; e. is, may be deemed, or shall be construed against Claimant and the Settlement Class, or each or any of them, or against the Released parties, or each or any of them, as an admission or concession that the consideration to be given represents an amount equal to, less than or greater than the amount that could have or would have been recovered after a final arbitration hearing; and f. is, may be deemed, or shall be construed as or received in evidence as an admission or concession against Claimant and the Settlement Class, or each and any of them, or against the Released parties, or each or any of them, that any of Claimant’s claims are with, or without merit or that damages recoverable in the Action would have exceeded or would have been less than any particular amount. 11.6 Parties’ Agreement Regarding Non-Admissibility in Any Other Proceeding. Nothing in this Agreement, nor any action taken in implementation thereof, nor any statements, discussions, or communications exchanged in negotiations leading to the Agreement, are intended by the Parties to, nor shall they, constitute, be introduced, be used, or be admissible in any way in other action, or in any other judicial, arbitral, administrative, investigative, or other proceeding whatsoever kind or nature as evidence of any violation of the common law of any jurisdiction; any federal, state, or local law, statute, ordinance, regulation, rule or executive order; or any obligation or duty at law or in equity. Notwithstanding the foregoing, the Agreement may be used by the Parties in any proceeding to enforce the Agreement or in defense of all claims released or barred by this Agreement. 11.7 The headings used herein are used for the purpose of convenience only and are not meant to have legal effect. 11.8 The waiver by one Party of any breach of this Settlement Agreement by any other Party shall not constitute be deemed as a modification, acceptance or waiver of any other provision of the Credit Agreement prior or any other Loan Document. 2. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts subsequent breaches of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Settlement Agreement. 7. Section 10.14 11.9 All of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply Exhibits to this First AmendmentSettlement Agreement are material and integral parts hereof and are expressly and fully incorporated herein by reference. 11.10 This Settlement Agreement and its Exhibits set forth the entire agreement and understanding of the Parties with respect to the matters set forth herein, mutatis mutandiand supersede all prior negotiations, agreements, arrangements, and undertakings with respect to the matters set forth herein. No representations, warranties or inducements have been made to any Party concerning this Settlement Agreement or its Exhibits other than the representations, warranties and covenants contained and memorialized in such documents.

Miscellaneous Provisions. 1. This First Amendment is limited as specified 9.1 Without affecting the liability of the Borrower or any other person (except any person expressly released in writing) for the performance of any obligations set forth in the Loan Documents and without affecting the lien or other rights of the Agent with respect to any property or other security not expressly released in writing, the Agent at any time, and from time to time, either before or after maturity of the Note, and without notice or consent, may: 9.1.1 Make any agreement extending the time, or otherwise altering the terms of payment of the amounts due under the Note, or modifying or waiving any obligation, or subordinating, modifying or otherwise dealing with the lien securing payment of the Note; 9.1.2 Exercise or refrain from exercising, or waive any right the Agent may have; 9.1.3 Accept additional security of any kind; 9.1.4 Release or otherwise deal with any property, real or personal, securing the Loan, including all or any part of the Property. 9.2 In the event the Borrower conveys its interest in the Property to parties not appearing in this instrument (without implying any right of the Borrower to do so without the Agent's consent), the Agent may, without notice to the Borrower, deal with such successor or successors in interest with reference to this Mortgage and the Note secured hereby, either by way of forbearance on the part of the 9.3 In case any one or more of the provisions contained in this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not constitute a modification, acceptance or waiver of affect any other provision hereof or thereof, but each shall be construed as if such invalid, illegal or unenforceable provision had never been included. 9.4 All notices, requests, demands, consents or other communications given hereunder or in connection herewith shall be in writing and shall be deemed duly given if delivered by hand or by recognized overnight courier or if mailed by registered or certified mail, return receipt requested, postage prepaid, addressed to the party to receive such notice at its address first set forth above. Either party may, by notice given as aforesaid, change its address for all subsequent notices. Notices shall be deemed given upon receipt if hand delivered or, if mailed as aforesaid, three days after mailing or, if sent by overnight courier, on the day after delivered to such courier. The Agent shall use reasonable efforts to send courtesy copies of all notices sent to the Borrower to the Borrower’s investor at the address set forth below, provided that any failure to send such a courtesy copy shall not affect the validity of any notice: Massachusetts Housing Investment Corporation, 00 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxxxx Xxxxxx, Director of Asset Management. 9.5 In accordance with Section 9-509 of the Credit Agreement Uniform Commercial Code as in effect in The Commonwealth of Massachusetts (the "U.C.C."), the Borrower hereby authorizes the Agent to file any financing statements or amendments to such financing statements that may be required pursuant to the 9.6 This instrument shall inure to the benefit of and bind the successors and assigns of the parties hereto. This Mortgage may not be waived, changed or discharged orally, but only by an agreement in writing signed by the party against whom any waiver, change or discharge is sought. 9.7 It is understood and agreed that the validity, construction and interpretation of this Mortgage will be in accordance with the laws of The Commonwealth of Massachusetts. 9.8 This Mortgage is subject to the exculpation provisions set forth in the Note. 9.9 This Mortgage and the other Loan DocumentDocuments collectively constitute the entire and final agreement among the parties hereto and there are no other agreements, understandings, warranties or representations among the parties with respect to the subject matter hereof except as expressly set forth herein or therein. COMMONWEALTH OF MASSACHUSETTS Exhibit A: Property Description Exhibit B: Other Lenders Exhibit C: Permitted Encumbrances EXHIBIT A: PROPERTY DESCRIPTION EXHIBIT B: OTHER LENDERS EXHIBIT C: PERMITTED ENCUMBRANCES 1. Mortgages securing the loans of the Other Lenders. 2. This First Amendment may be executed Exceptions listed in any number of counterparts and specimen title insurance policy no issued by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative AgentXxxxxxx Guaranty Title Insurance Company Title Insurance Company dated _. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKThe Ground Lease. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, each of Holdings and the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fourth Amendment Effective Date after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on and as of the Fourth Amendment Effective Date after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Fourth Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereofHoldings, the Borrower and each other Loan Party hereby the Required Banks shall have signed a counterpart hereof (Awhether the same or different counterparts) agrees that, notwithstanding and shall have delivered (including by way of facsimile transmission) the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant same to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of Agent at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Fourth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1(a) Xxxxxxx xxx assign its rights to enforce this instrument to any of its Affiliates. This First Amendment is limited as specified Participant understands and agrees that the promises in this instrument are for the benefit of Tiffany and its Affiliates and for the benefit of their successors and assigns. (b) Any determination made by the Board under Section 6 above shall not constitute a modification, acceptance or waiver of any other provision bind Tiffany and its Affiliates. (c) The laws of the Credit Agreement State of New York, without giving effect to its conflicts of law principles, govern all matters arising out of or any other Loan Documentrelating to this instrument and all of the prohibitions and remedies it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement. 2. This First Amendment may be executed (d) Each Person giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this instrument shall give the Notice in any number writing and use one of counterparts and by the different parties hereto on separate counterparts, following methods of delivery (each of which counterparts when executed for purposes of this instrument is a writing): personal delivery; registered or certified mail, in each case postage prepaid and return receipt requested; or nationally recognized overnight courier, with all fees prepaid. (e) Each Person giving a Notice shall address the Notice to the recipient at the address given on the signature page of this instrument or to a changed address designated in a Notice. (f) A Notice is effective only if the person giving the Notice has complied with subsections (d) and (e) and if the recipient has received the Notice. A Notice is deemed to have been received upon receipt as indicated by the date on the signed receipt; provided, however, that if the recipient rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then upon such rejection, refusal or inability to deliver, such Notice will be deemed to have been received. If any Notice is received after 5:00 p.m.on a business day where the recipient is located, or on a day that is not a business day where the recipient is located, then the Notice shall be deemed received at 9:00 a.m. on the next business day where the recipient is located. (g) This instrument shall not be amended except by a subsequent written instrument that has been executed by Participant and on behalf of Tiffany by a duly authorized officer of Tiffany. Participant’s obligations under this instrument may not be waived, except pursuant to a writing executed on behalf of Tiffany or as otherwise provided in Section 6 above. (h) All prior and contemporaneous negotiations, agreements between the parties or instruments executed by Participant concerning post-employment restrictive covenants applicable to Participant are expressly merged into and superseded by this instrument; provided, however, that in the event Participant is subject to restrictive covenants set forth in an originalindividual employment or similar agreement, but all of which such covenants shall together constitute one remain in force and effect and, to the extent there is a conflict between the preexisting covenants and the same instrument. A complete covenants set of counterparts forth herein, the covenants set forth herein shall be lodged supersede and govern only with the Borrower respect to application and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each enforcement of the following conditions shall have been satisfied (whichprovisions set forth in Section 4 above. Form of Non-Competition and Confidentiality Covenants, in the case of the condition referred to in clause (iii)) belowJanuary 19, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):2017 (i) Any reference in this instrument to the Administrative Agent’s receipt singular includes the plural where appropriate, and any reference in this instrument to the masculine gender includes the feminine and neuter genders where appropriate. The descriptive headings of counterparts the sections of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent instrument are for convenience only and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness do not constitute part of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmentinstrument. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Second Amendment Effective Date, both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. Without in any way limited the generality of this Amendment, by executing this Amendment, the Banks neither consent to the consummation of the HMI Merger Agreement and/or the exercise of the right to purchase and hold the common stock of HMI pursuant to the HMI Option nor waive any Default or Event of Default which may result from the consummation of the merger and/or the exercise of the rights contemplated therein. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Second Amendment Effective Date”") when (x) each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent other Credit Party and the Required Lenders, each Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; Agent at its Notice Office and (iiy) (A) on the First HMI Stock Purchase Effective Date shall occur; PROVIDED that notwithstanding anything to the contrary contained herein, unless the Second Amendment Effective Date both immediately has occurred on or prior to January 15, 1997 this Amendment shall be of no force and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall not be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmentmodified hereby. 6. From and after the First Amendment Second Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Fourth Amendment, the Company hereby represents and warrants that: (a) no Default or Event of Default exists on the Fourth Amendment Effective Date (as defined below), immediately after giving effect to this Fourth Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the Fourth Amendment Effective Date immediately after giving effect to this Fourth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Fourth Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Fourth Amendment shall become effective on the date (the “First Fourth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the BorrowerCompany, each Guarantor, the Administrative Agent Designated Subsidiary Borrower and the Required Lenders, each of which Lenders shall be original, pdf or facsimile copies or delivered by other electronic method have signed a counterpart hereof (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with whether the same effect as though made on or different counterparts) and as shall have delivered (including by way of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iiifacsimile transmission) the Administrative Agent shall have been paid all fees and expenses owing same to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereofWhite & Case LLP, the Borrower and each other Loan Party hereby 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: May Xxx-Xxxxxxx (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreementfacsimile: 212-819-8113), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Fourth Amendment Effective Date, (i) Date all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references a reference to the Credit Agreement, Agreement as modified hereby and (ii) on the Fourth Amendment Effective Date, pursuant to the terms of this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementFourth Amendment. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First Amendment is limited (a) On and as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit date hereof, each Holder hereby approves and votes all of his or its shares of Common Stock in favor of, the form, terms and provisions (including all exhibits, schedules and annexes, if any) of the 2010 Equity Incentive Plan, in substantially the form previously presented to the Holders. (b) All questions concerning the construction, interpretation and validity of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether in the State of Delaware or any other Loan Documentjurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 2(c) Whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. (d) As used in this Agreement, the words “include”, “includes” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words. (e) This Agreement shall be binding upon the parties hereto, any spouses of Management Holders, and their respective heirs, executors, administrators and permitted successors and assigns. (f) This Agreement may be amended, waived or terminated from time to time by an instrument in writing signed by the Company and the Holders party hereto holding a majority of the outstanding shares of Common Stock; provided, however, that (i) no amendment or waiver shall (A) adversely affect the rights of any Executive Management Holder contained in Section 2(a), Section 2(b), Section 2(c), Section 2(d) or Section 2(e) without the prior written consent of such Executive Management Holder and (B) adversely affect the rights of any Management Holder contained in Section 2(a), Section 2(b), Section 2(c), Section 2(d) or Section 2(e) without the prior written consent of a majority (based on ownership of Common Stock) of the Executive Management Holders, (ii) no amendment or waiver that would adversely affect any rights not listed in Section 14(f)(i) of any Management Holder disproportionately as compared to other Holders shall be made without the prior written consent of a majority (based on ownership of Common Stock) of the Executive Management Holders, (iii) no amendment or waiver that would adversely affect any rights not listed in Section 14(f)(i) of any Non-IPC Holder (that is not a current or former Management Holder) disproportionately as compared to other Holders shall be made without the prior written consent of a majority (based on ownership of Common Stock) of such Non-IPC Holder (that is not a current or former Management Holder), (iv) no amendment or waiver shall adversely affect the rights or obligations specifically granted to or imposed upon the Executive Management Holders, but not all Holders, without the prior written consent of a majority (based on ownership of Common Stock) of the Executive Management Holders, and (v) the parties to this Agreement, as set forth on the signature pages hereto, shall be amended from time to time by the Company without requiring the consent of any party hereto to reflect issuances by the Company of Capital Stock or Dispositions of Capital Stock made in compliance with the terms of this Agreement. (g) This Agreement shall terminate automatically in its entirety upon the earlier to occur of (i) IPC and Affiliates of IPC ceasing to own at least 20% of the outstanding Capital Stock and (ii) a liquidation, dissolution or winding up of the Company. (h) Any Holder who disposes of all of his or its Common Stock and Preferred Stock in conformity with the terms of this Agreement shall cease to be a party to this Agreement and shall have no further rights hereunder. (i) As a condition to the issuance of shares of Common Stock and Preferred Stock to each Management Holder, such Management Holder’s spouse, to the extent applicable, shall execute the Spousal Acknowledgement and Consent attached hereto as Exhibit B pursuant to which such spouse shall agree to be bound by the terms and provisions of this Agreement. The spouses of the Management Holders are fully aware of, understand and fully consent and agree to the provisions of this Agreement and its binding effect upon any community property interests or similar marital property interests in the Common Stock and Preferred Stock they may now or hereafter own, and agree that the termination of their marital relationship with any Management Holder for any reason shall not have the effect of removing any Common Stock and Preferred Stock of the Company otherwise subject to this Agreement from the coverage of this Agreement and that their awareness, understanding, consent and agreement are evidenced by their signing this Agreement. Furthermore, each Management Holder agrees to cause his or her spouse (and any subsequent spouse) to execute and deliver, upon the request of the Company, a counterpart of this Agreement, or an Adoption Agreement substantially in the form of Exhibit A or in a form satisfactory to the Company. (j) Any Disposition or attempted Disposition in breach of this Agreement shall be void ab initio and of no effect. In connection with any attempted Disposition in breach of this Agreement, the Company may hold and refuse to Dispose of any Common Stock or Preferred Stock or any certificate therefor tendered to it for Disposition, in addition to and without prejudice to any and all other rights or remedies which may be available to it or the Holders. Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief). (k) This First Amendment Agreement may be executed simultaneously in any number of counterparts and by the different parties hereto on separate two or more counterparts, each any one of which counterparts when executed and delivered shall be an originalneed not contain the signatures of more than one party, but all of which shall such counterparts taken together will constitute one and the same instrumentagreement. A complete set It shall not be necessary in making proof of counterparts this Agreement to produce or account for more than one such counterpart. The failure of any Holder to execute this Agreement does not make it invalid as against any other Holder. (l) Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, void or otherwise unenforceable provisions shall be lodged with null and void. It is the Borrower intent of the parties, however, that any invalid, void or otherwise unenforceable provisions be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable to the fullest extent permitted by law. (m) Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the Administrative Agentconsummation of the transactions contemplated hereby. 3(n) The parties to this Agreement agree that jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall exclusively lie in any federal or state court located in the State of Delaware. THIS FIRST AMENDMENT By execution and delivery of this Agreement, the parties hereto irrevocably submit to the jurisdiction of such courts for himself and in respect of his property with respect to such action. The parties hereto irrevocably agree that venue would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court. (o) No course of dealing between the Company, or its Subsidiaries, and the Holders (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. (p) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE RIGHTS PARTIES WISH APPLICABLE STATE AND OBLIGATIONS FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW BENEFITS OF THE STATE OF NEW YORKJUDICIAL SYSTEM AND/OR ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED HERETO. 4. (q) This First Amendment shall become effective on Agreement sets forth the date (the “First Amendment Effective Date”) when each entire agreement of the following conditions parties hereto as to the subject matter hereof and supersedes all previous agreements among all or some of the parties hereto, whether written, oral or otherwise. Unless otherwise provided herein, any consent required by the Company may be withheld by the Company in its sole discretion. (r) No Person not a party to this Agreement, as a third party beneficiary or otherwise, shall have been satisfied be entitled to enforce any rights or remedies under this Agreement. (whichs) If, and as often as, there are any changes in the case Common Stock or Preferred Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Common Stock or Preferred Stock as so changed. Without limiting the foregoing and notwithstanding anything to the contrary contained in this Agreement, the provisions of this Agreement will apply to any shares of Capital Stock or securities received in consideration for shares of Common Stock and/or Preferred Stock and to the issuer of such shares of Capital Stock or securities. (t) No director of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which Company shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory personally liable to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default Company or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement any Holder under or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsAgreement as a result of any acts or omissions taken under this Agreement in good faith. 5. By executing and delivering a copy hereof(u) Notwithstanding anything that may be expressed or implied in this Agreement, the Borrower Company and each other Loan Party hereby Holder covenant, agree and acknowledge that this Agreement may only be enforced against the parties hereto. All claims or causes of action (Awhether in contract, tort or otherwise) agrees that, notwithstanding the effectiveness arising out of this First Amendment, after giving effect or relating to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor negotiation, execution or performance of this Agreement and any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) may be made only against the parties hereto. No past, present or future officer, director, shareholder, employee, incorporator, member, partner, agent, attorney, representative or Affiliate of any party hereto (including any person negotiating or executing this Agreement on behalf of a party hereto) shall have any liability or obligation with respect to this Agreement or with respect to any claim or cause of action (whether in contract, tort or otherwise) arising out of or relating to this Agreement (including the negotiation, execution or performance of this Agreement and any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement). (v) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and have been represented by their own legal counsel in connection with the transactions contemplated by this Agreement, with the opportunity to seek advice as to their legal rights from such counsel. In the event an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as jointly drafted by the parties hereto and no presumption or burden of proof is to arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement or by reason of the extent to which any such provision is inconsistent with any prior draft hereof. (w) In the event additional shares of Common Stock or Preferred Stock are issued by the Company to a Holder at any time during the term of this Agreement, either directly or upon the exercise or exchange of securities of the Company exercisable for or exchangeable into shares of Common Stock or Preferred Stock, such additional shares of Common Stock or Preferred Stock, as a condition to such issuance, become subject to the terms and provisions of this Agreement, except if such issuance is made pursuant to a Public Sale. (x) Notwithstanding anything to the contrary contained herein, IPC may assign its rights or obligations, in whole or in part, under this Agreement to one or more of its Affiliates. This Stockholders Agreement is executed by the Company and by each case after giving effect Holder to this First Amendment, all be effective as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7date first above written. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: President Notices:

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Third Amendment Effective Date, both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance acceptance, consent to deviation from or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each GuarantorHoldings, the Administrative Agent Borrower and Lenders constituting the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, each of which shall be original0000 Xxxxxx xx xxx Xxxxxxxx, pdf or Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agentnumber 212-354-8113); (ii) (A) on there shall have been delivered to Administrative Agent copies of resolutions of the First board of directors of each Credit Party approving and authorizing the execution, delivery and performance of this Third Amendment and the Credit Documents as amended by this Third Amendment, certified as of the Third Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default by the corporate secretary or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as assistant secretary of such earlier dateCredit Party as being in full force and effect without modification or amendment; and (iii) all fees, costs and expenses due and owing to the Administrative Agent and the Lenders shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsfull. 56. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created that all Loans shall be fully guaranteed pursuant to the Collateral Subsidiaries Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreementas modified hereby), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 67. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement and the Pledge Agreement shall be deemed to be references to the Credit Agreement or the Pledge Agreement, as the case may be, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, each Credit Party hereby (i) makes each of the representations, warranties and agree- ments contained in Section 6 of the Credit Agreement and (ii) represents and warrants that there exists no Default or Event of Default, in each case on the Amendment Date (as defined below), both before and after giving effect to this Amendment. 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative AgentPayments Administrator. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which Borrower shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory have given notice to the Administrative Agent; (ii) (A) on Payments Administrator pursuant to Section 3.02 of the First Amendment Effective Date both immediately prior to and Credit Agreement of a reduction in the Total Unutilized Commitment such that, after giving effect to this First Amendmentthereto, no Default or Event of Default the Total Commitment shall exist equal an amount not greater than $2,000,000,000 and (Bii) each of the representations Credit Parties and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as each of the First Amendment Effective Date with Banks shall have signed a copy hereof (whether the same effect or different copies) and shall have delivered (including by way of facsimile transmission) the same to White & Case, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxx X. Xxxxxx, Esq. (Facsimile No.: (000) 000-0000). After transmitting its executed signature page as though made on and as provided above, each of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they Banks shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness deliver executed hard copies of this First AmendmentAmendment to White & Case, after giving effect to this First Amendment0000 Xxxxxx xx xxx Xxxxxxxx, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirmsXxx Xxxx, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement)Xxx Xxxx 00000, in each case after giving effect to this First AmendmentAttention: Xxxx X. Xxxxxx, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentEsq. 6. From and after the First Amendment Effective Date, (i) all references to the Credit Agreement in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the such Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Fourth Amendment, each of Holdings and the Borrower hereby represents and warrants that (a) no Default or Event of Default exists as of (x) the Fourth Amendment General Effective Date (as defined below), both before and after giving effect thereto and (y) the Fourth Amendment 100% Effective Date (as defined below), both before and after giving effect thereto; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fourth Amendment General Effective Date and the Fourth Amendment 100% Effective Date, both before and after giving effect to the respective such date, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment General Effective Date or the Fourth Amendment 100% Effective Date, as the case may be (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects only as of such specific date). 2. This First Fourth Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. (a) The provisions of Part I of this Fourth Amendment (other than Sections 3, 4. This First , 5, 12 and 17) shall become effective on the date (the "Fourth Amendment General Effective Date") when each of Holdings, the Borrower and Lenders constituting the Required Lenders and shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxxx Xxxx (facsimile number 212-354-8113). (b) The provisions of Sections I.3, I.4, I.5, I.12 and I.17 of this Fourth Amendment shall become effective on the date (the “First "Fourth Amendment 100% Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) each Lender with outstanding B Term Loans on such date shall have signed a counterpart hereof (whether the Administrative Agent’s receipt of counterparts of this First Amendment executed by same or different counterparts) and shall have delivered the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method same to White & Case LLP as provided in preceding clause (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent;a); and (ii) (A) on the First Fourth Amendment General Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmentoccurred. 6. From and after the First Fourth Amendment General Effective Date and the Fourth Amendment 100% Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First on the Fourth Amendment shall be deemed to constitute a “Loan Document” for all purposes of General Effective Date or the Credit AgreementFourth Amendment 100% Effective Date, as the case may be. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants to each of the Banks that (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment Effective Date (as defined below), both before and after giving effect to this Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) there exists no Default or Event of Default on the Amendment Effective Date, both before and after giving effect to this Amendment. 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii")) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) when the Administrative Agent’s receipt Borrower and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of counterparts of this First Amendment executed by telecopier) the Borrower, each Guarantor, same to the Administrative Agent at the Notice Office and (ii) when the Required Lenders, each Borrower has caused proceeds from the sale of which shall Seventeen (or such other funds as the Borrower may determine to use in its discretion) in the amount of $26,000,000 to be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory wired to the Administrative Agent;Agent for application as a voluntary prepayment of the Term Loans A in the amount of $5,000,000 and a voluntary prepayment of the Term Loans B in the amount of $21,000,000 and has effected a voluntary permanent reduction of the Total Unutilized Revolving Loan Commitment in the amount of $24,000,000. (ii) (A) on 6. From and after the First Amendment Effective Date both immediately prior to and after giving effect to this First AmendmentDate, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth all references in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 2. This First Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set Delivery of counterparts any executed counterpart of this Third Amendment by telecopy or electronic mail by any party hereto shall be lodged with the Borrower and the Administrative Agenteffective as such party’s original executed counterpart. 32. THIS FIRST THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 43. This First Third Amendment shall become effective on the date (the “First Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by Parent, the Borrower, each Guarantor, the Administrative Agent and the Lenders constituting the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx), (ii) the Borrower shall have paid a non-refundable cash fee in Dollars in an amount equal to 10 basis points (0.10%) on an amount equal to the Commitment of each of Lender party hereto as in effect on the Third Amendment Effective Date (immediately prior to the occurrence thereof), which fee shall be original, pdf or facsimile copies or delivered earned by other electronic method (followed promptly by originals) unless otherwise specified, in form each such Lender and substance reasonably satisfactory made payable to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior Agent for distribution to such Lenders and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Borrower shall have paid to the Administrative Agent shall have been paid all outstanding fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First the Third Amendment (including, without limitation, the fees and the related transactionsexpenses of White & Case LLP). 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 64. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First on the Third Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First In order to induce the Lenders to enter into this Second Amendment, each of Holdings and the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as hereinafter defined), both immediately before and after giving effect to this Second Amendment and (ii) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents, are true and correct in all material respects on the Second Amendment Effective Date, both immediately before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty which by its terms is limited made as specified of a specific date shall be true and correct in all material respects only as of such specific date). 2. The Credit Agreement is modified only by the express provisions of this Second Amendment and this Second Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. 45. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereofHoldings, the Borrower and each the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other Loan Party hereby electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: Xxxxxxx Xxxxx (Afacsimile number: 000-000-0000 / email: xxxxxx@xxxxxxxxx.xxx) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (Bii) affirms, acknowledges the Borrower shall have paid the outstanding fees and confirms all expenses of its obligations and liabilities under White & Case LLP in connection with the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of This Second Amendment amends and restates in full the Credit Agreement is hereby incorporated by reference into this First Original Second Amendment and the Original Second Amendment shall apply to this First Amendment, mutatis mutandino longer have any further force or effect.

Miscellaneous Provisions. 1. (a) SCC and Millennium hereby covenant and agree to use their respective best efforts to perform each of their obligations hereunder, to deliver all certificates and to satisfy all other conditions set forth in this Agreement and to close the transactions contemplated by this Agreement on the Closing Date. (b) This First Amendment Agreement is limited as specified executed by, and shall not constitute a modificationbe binding upon and inure to the benefit of, acceptance the parties hereto and each of their respective successors and assigns, provided that neither this Agreement nor any right pursuant hereto nor interest herein shall be assignable by either party hereto without the prior written consent of the other party hereto, except as expressly permitted herein, provided that all rights hereunder may be assigned to an Affiliate of Millennium that is controlled by Christopher M. Jeffries or waiver jointly controlled by Christopher M. Jeffries xxx Xxxxxxx Xxxxx & Xx (or its Affiliates); excexx xxx xxxx xxxxxxxxx xssignx, xxxx xx xxe provisions of this Agreement shall be for the benefit of or enforceable by any other provision of the Credit Agreement or any other Loan Documentperson. 2. (c) This First Amendment Agreement shall serve as SCC's application to be admitted to the Partnership as a Substituted Limited Partner, which admission shall be deemed effective upon the Closing Date. (d) All Notices given hereunder shall be made in the manner specified in the Partnership Agreement to the addresses set forth on the first page hereof. (e) This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each of which counterparts when executed and delivered shall such counterpart will for all purposes be deemed an original, but and all of which such counterparts shall together constitute one and the same instrument. A complete set of counterparts . (f) This Agreement shall be lodged with governed by, and construed and enforced in accordance with, the Borrower laws of the State of New York applicable to contracts entered into and the Administrative Agentto be wholly performed therein. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK(g) If either party should institute any action to enforce or interpret any term or provision of this Agreement, the party prevailing in such action shall be entitled to its attorneys' fees, out-of-pocket disbursements and all other expenses from the non-prevailing party in such action. 4. (h) This First Amendment shall become effective on Agreement (together with all Exhibits and Schedules hereto) constitutes the date (entire understanding and agreement between the “First Amendment Effective Date”) when each of parties hereto with respect to the following conditions shall have been satisfied (whichsubject matter hereof and supersedes all prior and contemporaneous written and oral negotiations, in the case of the condition referred discussions, agreements and understandings with respect to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):such subject matter. (i) Except as otherwise provided in Paragraph 7(a) hereof, each party shall bear its own costs in connection with the Administrative Agent’s receipt transactions contemplated hereby. (j) Each of counterparts Millennium and SCC have participated in the negotiation and drafting of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required LendersAgreement. Accordingly, each of which shall be originalthe parties hereby waives any statutory provision, pdf judicial precedent or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory rule of law to the Administrative Agent;effect that contractual ambiguities are to be construed against the party who shall have drafted the same. (iik) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit This Agreement and in the other Loan Documents shall may be true and correct in all material respects (or, terminated by either party if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement)does not occur on or before April 15, in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment1997. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Third Amendment Effective Date, both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. THE BORROWER ACKNOWLEDGES AND AGREES THAT THE BANKS HAVE ENTERED INTO THIS THIRD AMENDMENT AT ITS REQUEST AND, TO INDUCE THE BANKS TO ENTER INTO THIS THIRD AMENDMENT AND IN CONSIDERATION OF THEIR ENTERING INTO SAME, THE BORROWER HEREBY ACKNOWLEDGES, AGREES AND CONFIRMS THAT, NOTWITHSTANDING THE OCCURRENCE OF THE SUPPLEMENTAL EQUITY FINANCING OR ANY OTHER ACTION OR EVENT, (1) THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION OR PURCHASE OR OTHERWISE ACQUIRE (IN ONE OR A SERIES OF TRANSACTIONS) ANY PART OF THE CAPITAL STOCK, PROPERTY OR ASSETS OF OMNICARE PLC OTHER THAN AS EXPLICITLY SET FORTH IN THE CREDIT AGREEMENT AND (2) THE CONSUMMATION OF THE HMI MERGER WILL, AS PROVIDED IN SECTION 13.20 OF THE CREDIT AGREEMENT, REQUIRE THE PRIOR WRITTEN CONSENT OF THE REQUIRED BANKS. FURTHERMORE, THE BORROWER ACKNOWLEDGES AND AGREES THAT THE REQUIRED BANKS MAY, IN THEIR SOLE DISCRETION, REFUSE TO CONSENT TO THE CONSUMMATION OF ANY OF THE TRANSACTIONS (INCLUDING WITHOUT LIMITATION THE HMI MERGER AND/OR THE EXERCISE OF THE RIGHT TO PURCHASE AND HOLD THE COMMON STOCK OF HMI PURSUANT TO THE HMI OPTION) CONTEMPLATED BY THE HMI MERGER AGREEMENT AND/OR THE HMI OPTION (OTHER THAN THE CONSUMMATION OF THE HMI STOCK PURCHASE IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENT) AND/OR ANY TRANSACTION INVOLVING OMNICARE PLC OR ANY CAPITAL STOCK, PROPERTY OR ASSETS THEREOF OTHER THAN AS EXPLICITLY SET FORTH IN 3. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 24. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 35. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 46. This First Amendment shall become effective on the date of the consummation of the Supplemental Cash Equity Financing (the “First "Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (which"), in the case of the condition referred so long as on or prior to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by such date the Borrower, each Guarantor, the Administrative Agent other Credit Party and the Required Lenders, each Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on Agent at its Notice Office. If for any reason the First Third Amendment Effective Date both immediately prior to and after giving effect to this First Amendmentdoes not occur on or before April 30, no Default or Event of Default 1997, the Third Amendment Effective Date shall exist and not thereafter occur (B) each of unless the representations and warranties date set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed this sentence is extended in writing in connection with this First Amendment and by the related transactionsRequired Banks). 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 67. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants to each of the Lenders that immediately after giving effect to this First Amendment (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) there exists no Default or Event of Default on the First Amendment Effective Date. 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):has occurred: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent Borrower and the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iiiii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant received from Xxxxxxxxxxx X. Xxxxxxxxxxxxx, New York counsel to the terms Borrower, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Credit Agreement or as otherwise separately agreed in writing in connection with this Lenders and dated the First Amendment Effective Date in form and substance satisfactory to the related transactions. 5. By executing Administrative Agent, and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect covering such matters incident to this First Amendment, Amendment as the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentAdministrative Agent may reasonably request. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of in the other Loan Credit Documents to the Credit Agreement shall be deemed to be references referenced to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fourth Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fourth Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Fourth Amendment Effective Date”") when each of Credit Agreement Party and the following conditions Banks constituting the Required Banks shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (ifacsimile transmission) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, same to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Fourth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 2. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set Delivery of counterparts any executed counterpart of this Second Amendment by telecopy or electronic mail by any party hereto shall be lodged with the Borrower and the Administrative Agenteffective as such party’s original executed counterpart. 32. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 43. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (whichParent, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Lenders constituting the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, each of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agentfacsimile number: 000-000-0000 / e-mail address: xxxxxxx@xxxxxxxxx.xxx); (ii) (A) on the First Amendment Effective Date both immediately prior to 4. From and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First on the Second Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each of Holdings and the Borrowers hereby represents and warrants to each of the Lenders that: (i) all of the representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the First Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (ii) there exists no Default or Event of Default on the First Amendment Effective Date, both before and after giving effect to this Amendment. 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan DocumentAgreement. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the U.S. Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “"First Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, shall have received from each of which the U.S. Borrower and each Domestic Subsidiary acquired in connection with the ITT Fluid Business Acquisition (the "New Domestic Subsidiaries"), certified copies of resolutions of the Board of Directors of each such Person with respect to the matters set forth in this Amendment and such resolutions shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) the Administrative Agent shall have received from each New Domestic Subsidiary a certificate, dated the First Amendment Effective Date, signed by the president or any vice president of such person, and attested to by the secretary or any assistant secretary of such Person, substantially in the form of Exhibit F to the Credit Agreement with appropriate insertions, together with copies of the certificate of incorporation, by-laws, operating agreement or other equivalent organizational documents of such Person and the resolutions of such Person referred to in such certificate, and the foregoing shall be reasonably satisfactory to the Agents; (Aiii) all Company and legal proceedings and all material instruments and agreements in connection with the transactions contemplated by this Amendment and the other ITT Fluid Business Acquisition Documents shall be reasonably satisfactory in form and substance to the Agents, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Company proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers where appropriate to be certified by proper Company or governmental authorities; (iv) the Administrative Agent shall have received from each of (i) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, special counsel to the Credit Parties, and (ii) Xxxxxxxx, Loop & Xxxxxxxx, LLP, special Ohio counsel to the U.S. Borrower, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the First Amendment Effective Date in form and substance reasonably satisfactory to the Agents, and covering such matters incident to this Amendment and the transactions contemplated herein as the Agents may reasonably request (including an opinion as to no conflict with the Senior Subordinated Notes Indenture and the Senior Notes Indenture and the perfection of security interests in the assets of the ITT Fluid Business granted pursuant to the Security Documents); (v) the Administrative Agent shall have received a solvency certificate from the Chief Financial Officer of the U.S. Borrower, dated the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent; (vi) concurrently with the consummation of the ITT Fluid Business Acquisition, (x) the U.S. Borrower shall have incurred U.S. Borrower Incremental Term Loans pursuant to Section 2.01(d) of the Credit Agreement (as amended hereby) in an aggregate principal amount of (x) in the case of Loans denominated in U.S. Dollars, $190,000,000 and (y) in the case of such Loans denominated in Euros, (euro)20,725,000, (y) all of the requirements contained in Section 2.15 of the Credit Agreement (as amended hereby) and the definition of "Incremental Term Loan Requirements" applicable to the provision, and incurrence of, U.S. Borrower Incremental Term Loans shall have been satisfied (including, without limitation, the delivery by the U.S. Borrower of the officer's certificate and required financial calculations referred to in clause (x) of the definition of "Incremental Term Loan Requirements") and (z) all of the conditions to a borrowing of U.S. Borrower Incremental Term Loans in Section 7 of the Credit Agreement shall have been satisfied; (vii) the Administrative Agent shall have received reasonably satisfactory evidence that the sum of (x) Total Indebtedness of the U.S. Borrower and its Subsidiaries minus (y) the aggregate amount of cash and Cash Equivalents held by the Borrowers and the Guarantors (as shown on the consolidated balance sheet of the U.S. Borrower) over which no Person (other than the Collateral Agent) shall have a Lien, in each case, determined on a pro forma basis after giving effect to the Transaction) does not exceed 4.30 multiplied by Consolidated EBITDA of the U.S. Borrower and its Subsidiaries (including the ITT Fluid Businesses), determined on a Pro Forma Basis (but as if the Reference Period were the period hereinafter described), for the twelve month period ending on the last day of the month ending no more than 60 days prior to the First Amendment Effective Date; (viii) the Administrative Agent shall have received for the account of each relevant Lender the appropriate Incremental Term Note(s) for such Lender, in the amount, maturity and as otherwise provided in Section 2.05 of the Credit Agreement (as amended hereby); (ix) the Administrative Agent shall have received for the account of each relevant Lender the appropriate U.S. Borrower Dual Currency Revolving Loan Note for such Lender, in the amount, maturity and as otherwise provided in Section 2.05 of the Credit Agreement (as amended hereby); (x) the Borrower shall have paid to the Agents and the Lenders all fees, costs and expenses (including, without limitation, legal fees and expenses) payable to the Agents and the Lenders to the extent then due and for which invoices have been submitted; (xi) the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of the U.S. Borrower by an appropriate officer of the U.S. Borrower, stating all of the conditions in clauses (i) through (x), inclusive, above, clauses (i) through (v), inclusive of Section 1 of Part A of this Amendment and Section 7 of the Credit Agreement have been satisfied on such date; and (xii) each U.S. Credit Party, the Canadian Borrower, the Lenders constituting the Required Lenders, each U.S. Borrower Dual Currency Facility RL Lender (as defined in the Credit Agreement as amended hereby) and each Lender making Incremental Term Loans on the First Amendment Effective Date both immediately prior shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to and after giving effect to this First AmendmentWhite & Case LLP, no Default or Event of Default shall exist and 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Mon (B) each facsimile number 212-354-8113). Unless the Administrative Agent has received actual notice from any Lender that the conditions contained above have not been met, upon the satisfaction of the representations condition described in clause (xii) of the immediately preceding sentence and warranties set forth in upon the Credit Agreement and in Administrative Agent's good faith determination that the other Loan Documents conditions described above have been met, the First Amendment Effective Date shall be true and correct in all material respects deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (or, if qualified by materiality, in all respects) on and as although the occurrence of the First Amendment Effective Date with shall not release any Credit Party from any liability for failure to satisfy one or more of the same applicable conditions specified above). 6. So long as the First Amendment Effective Date occurs, the U.S. Borrower and/or the Canadian Borrower shall pay to each Lender which has executed and delivered in accordance herewith a counterpart hereof on or prior to 12:00 Noon (New York time) on February 2, 2006, a consent fee equal to 0.125% of the sum of (x) its Revolving Loan Commitment as in effect as though made on the First Amendment Effective Date and as immediately prior to giving effect to this Amendment and (y) the aggregate principal amount of Term Loans outstanding on the First Amendment Effective Date (prior to giving effect to any incurrence of Incremental Term Loans on such date and immediately prior to giving effect to this Amendment). All fees payable pursuant to the immediately preceding sentence shall be paid to the Administrative Agent within one Business Day after the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they fees shall be true and correct in all material respects (or, if qualified distributed by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of relevant Lenders in the Credit Agreement or as otherwise separately agreed amounts specified in writing in connection with this First Amendment and the related transactionsimmediately preceding sentence. 57. By executing and delivering a copy hereof, the Borrower and each other Loan U.S. Credit Party hereby agrees that all Loans (A) agrees thatincluding, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendmentwithout limitation, the Guaranty Incremental Term Loans incurred on the First Amendment Effective Date and the Liens created pursuant all U.S. Borrower Dual Currency Facility Revolving Loans incurred from time to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect time on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and or after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents shall be fully guaranteed pursuant to the Credit Agreement various Guaranties (other than the Canadian Subsidiaries Guaranty) in accordance with the terms and provisions thereof and shall be deemed to be references fully secured pursuant to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.U.S.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Ninth Amendment Effective Date (as defined below), after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects as of the Ninth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Ninth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on as of the date (the “First "Ninth Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent other Credit Party and the Required Lenders, each Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on Agent at its Notice Office. The Agent shall promptly notify the First Amendment Effective Date both immediately prior to Borrower and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each the Banks in writing of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Ninth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Ninth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Bank to enter into this Amendment, each of the Company and the Guarantor hereby represents and warrants that: (a) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Letter of Credit Agreement and the other L/C Documents are true and correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Letter of Credit Agreement or any other Loan L/C Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Company and the Administrative AgentBank. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “"First Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent Company and the Required Lenders, each Bank shall have signed a copy hereof (whether the same or different copies) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First AmendmentBank at 000 Xxxxxxx Xxxxxx, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (orXxx Xxxx, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentXxx Xxxx 00000 Attention: Xxxx Xxx Xxxxx. 6. From and after the First Amendment Effective Date, (i) all references in the Letter of Credit Agreement and each of the other Loan L/C Documents to the Letter of Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes Letter of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.as amended hereby. * * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below) after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement or the other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set Delivery of counterparts any executed counterpart of this First Amendment by telecopy or electronic mail by any party hereto shall be lodged with the Borrower and the Administrative Agenteffective as such party’s original executed counterpart. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the BorrowerParent, each GuarantorBorrower, the Administrative Agent and the Lenders constituting the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx). 6. The Parent, each Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any other similar capacity in which the Parent, each Borrower and each Guarantor grants liens or security interests in their respective property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of which shall be originalits payment and performance obligations, pdf contingent or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specifiedotherwise, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) under each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect hereto) and (ii) to this First Amendmentthe extent the Parent, all each Borrower and each Guarantor granted liens on or security interests in any of its property pursuant to any such Credit Document as provided in such Loan security for the Parent, each Borrower and each Guarantor’s Obligations under or with respect to the Credit Documents, ratifies and acknowledges reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such obligations security interests and liabilities continue liens hereafter secure all of the Obligations as amended hereby. The Parent, each Borrower and each Guarantor hereby consents to this First Amendment and acknowledges that each of the Credit Documents remains in full force and effect on a continuous basis in respect of, and to secureis hereby ratified and reaffirmed. Except as otherwise provided herein, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each execution of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a “Loan Document” for all purposes waiver of any provision of any of the Credit Agreement. 7. Section 10.14 Documents or serve to effect a novation of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandiObligations.

Miscellaneous Provisions. A. In order to induce the Administrative Agent and the undersigned Lenders to enter into this Fourth Amendment, each of the Parent and the Borrower hereby represents and warrants that: 1. no Default or Event of Default exists on the Fourth Amendment Effective Date (as defined below) or would result from this Fourth Amendment becoming effective in accordance with its terms; and 2. all of the representations and warranties of each Loan Party contained in Article VI of the Credit Agreement and in each other Loan Document (as amended by this Fourth Amendment) are true and correct in all material respects on and as of the Fourth Amendment Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they shall be true and correct in all respects on and as of the Fourth Amendment Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all respects as of such earlier date). B. This First Fourth Amendment is limited as to the matters specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 2. C. This First Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts which, when executed and delivered delivered, shall be deemed to be an original, but and all of which which, when taken together, shall together constitute but one and the same instrumentagreement. Delivery of an executed counterpart of this Fourth Amendment by e-mail transmission shall be equally as effective as delivery of an original executed counterpart of this Fourth Amendment. A complete set of counterparts of this Fourth Amendment shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORKD. The terms of Sections 11.14 and 11.15 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 4. E. This First Fourth Amendment shall become effective on the date (the “First Fourth Amendment Effective Date”) when each of when: 1. the following conditions Administrative Agent shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of received duly executed and delivered counterparts of this First Amendment executed by the Borrower, hereof from each GuarantorLoan Party, the Administrative Agent and the Required LendersLenders (determined immediately prior to giving effect to this Fourth Amendment) shall have submitted an executed signature page to Xxxxxxxxxx00@Xxxxxxxxx.xxx; 2. the Borrower shall have paid (i) to each Term B Lender that executes and delivers a counterpart of this Fourth Amendment as provided in paragraph 1 of this Section II.E. by 11:00 a.m. (New York time) on April 14, 2020, as fee compensation for consent to this Fourth Amendment, a consent fee in an amount equal to 0.25% of such Term B Lender’s funded Term B Loans outstanding on the Fourth Amendment Effective Date (immediately prior to the occurrence thereof) and (ii) to each Revolving Credit Lender that executes and delivers a counterpart of which this Fourth Amendment as provided in paragraph 1 of this Section II.E. by 11:00 a.m. (New York time) on April 14, 2020, as fee compensation for consent to this Fourth Amendment, a consent fee in an amount equal to 0.25% of the stated principal amount of such Revolving Credit Lender’s Revolving Credit Commitment outstanding on the Fourth Amendment Effective Date (immediately prior to the occurrence thereof); 3. the Borrower shall have paid all fees and expenses required to be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory paid to the Administrative Agent; (ii) (A) , the Lead Arranger and the Lenders on or before the First Fourth Amendment Effective Date both immediately prior to (including, without limitation, reasonable and after giving effect to this First Amendmentdocumented fees and expenses of one outside counsel); and 4. the Administrative Agent shall have received a certificate, no Default or Event dated the Fourth Amendment Effective Date and signed by a Responsible Officer of Default shall exist the Borrower, certifying on behalf of the Parent and the Borrower that (Ba) each of the representations and warranties set forth made by the Parent and the Borrower in the Credit Agreement and in the other Loan Documents shall be Section II. A. above are true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Fourth Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iiib) the Administrative Agent shall conditions precedent in this Section II. E. have been paid all fees satisfied. F. Each Loan Party has read this Fourth Amendment and expenses owing to it pursuant consents to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment hereof and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other agrees that any Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities or otherwise bound shall continue in full force and effect on a continuous basis in respect ofand that all of its obligations thereunder shall be valid, binding, and to secureenforceable in accordance with its terms, and shall not be impaired or limited by the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to execution or effectiveness of this First Fourth Amendment. 6. G. From and after the First Fourth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) on the Fourth Amendment Effective Date. [The remainder of this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementpage is intentionally left blank. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.]

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fourth Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fourth Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Fourth Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the BorrowerCredit Agreement Party, each U.S. Subsidiary Guarantor, the Administrative Agent and the Lenders constituting the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Fourth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement and the U.S. Subsidiaries Guaranty shall be deemed to be references to the Credit AgreementAgreement or the U.S. Subsidiaries Guaranty, as the case may be, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. This First (a) As amended hereby, the TSA is ratified and confirmed in all respects and the TSA as so supplemented by this Amendment shall be read, taken and construed as one and the same instrument; provided, however, that upon the termination of the Purchase Agreement, (i) this Amendment, other than the provisions of Section 8 of this Amendment, and the provisions of Section 14(C) of Schedule 8.01(A) to the TSA and Section 8(C) of Schedule 8.01(B) to the TSA, shall become void and have no effect, and (ii) the rights and obligations of the parties to the TSA in respect of the subject matter thereof shall be governed by the provisions of the TSA as in effect immediately prior to the execution of this Amendment. (b) Any term or provision of this Amendment that is limited as specified and invalid or unenforceable in any situation in any jurisdiction shall not constitute a modification, acceptance affect the validity or waiver enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other provision situation or in any other jurisdiction. (c) This Amendment constitutes the complete and exclusive understanding between the parties, and supersedes any prior understandings, agreements or representations by or among the parties, written or oral, regarding the subject matter herein; provided, however, that, except as provided in this Amendment, this Amendment shall not be deemed to supersede any other obligation of the Credit Agreement or any other Loan Document.parties hereto under the Settlement Agreement, including, but not Back to Contents 2. (d) This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate one or more counterparts, each of which counterparts when executed and delivered shall be deemed an original, original but all of which shall together will constitute one and the same instrument. A complete set . (e) No amendment of counterparts any provision of this Amendment shall be lodged valid unless the same shall be in writing and signed by Reuters, Moneyline and OEP. (f) This Amendment shall be governed by and construed in accordance with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each domestic laws of the following conditions shall have been satisfied (whichState of New York, in as such laws are applied to agreements made, entered into, performed entirely within New York by New York residents without regard to the case actual residence or domicile of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent parties and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after without giving effect to this First Amendment, no Default any choice or Event conflict of Default shall exist and law provision or rule (B) each whether of the representations and warranties set forth in State of New York or any other jurisdiction) that would cause the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as application of the First Amendment Effective Date with laws of any jurisdiction other than the same effect as though made on and as State of the First Amendment Effective Date, except New York. Back to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.Contents

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Third Amendment, each of Holdings and the Borrower hereby represents and warrants to each of the Lenders that immediately after giving effect to this Third Amendment (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Third Amendment Effective Date (as defined below) (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) there exists no Default or Event of Default on the Third Amendment Effective Date. 2. This First Third Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with Holdings, the Borrower and the Administrative Agent. 34. THIS FIRST THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Third Amendment shall become effective on the date (the “First Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):when: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by Holdings, the Borrower, each Subsidiary Guarantor, the Required Lenders and each Lender with a B-3 Term Loan Commitment shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at the Notice Office (but only so long as Third Amendment Consenting Lenders holding outstanding B-2 Term Loans in an aggregate principal amount which, when added to the remainder of (x) the aggregate amount of B-3 Term Loan Commitments of the Lenders minus (y) $154,500,000, equals at least the aggregate outstanding principal amount of B-2 Term Loans on the Third Amendment Effective Date (before giving effect to the incurrence (including by way of conversion of B-2 Term Loans) of B-3 Term Loans on such date) shall have signed a counterpart of this Third Amendment); (ii) there shall have been delivered to the Administrative Agent for the account of each of the Lenders that have requested same an appropriate B-3 Term Note executed by the Borrower in each case in the amount, maturity and otherwise as provided in the Required LendersCredit Agreement; (iii) all accrued and unpaid interest on all B-2 Term Loans shall have been paid in full and all costs of the type described in Section 1.11 of the Credit Agreement shall have been paid in full in connection with the repayment and/or conversion of the B-2 Term Loans on the Third Amendment Effective Date; (iv) the Administrative Agent shall have received a certificate, dated the Third Amendment Effective Date and signed on behalf of the Borrower by the treasurer of the Borrower and also by any of the chairman of the board, the president, any vice president or the secretary of the Borrower, (x) certifying on behalf of the Borrower that the incurrence of all Additional B-3 Term Loans on the Third Amendment Effective Date is permitted under (and does not violate the provisions of) the 10-1/2% Senior Subordinated Note Indenture and setting forth in reasonable detail the reasons therefor and (y) containing financial calculations (in reasonable detail) demonstrating that the Consolidated Coverage Ratio (as defined in the 10-1/2% Senior Subordinated Note Indenture) exceeds 2.0 to 1.0 (after giving effect to the incurrence of all Additional B-3 Term Loans on the Third Amendment Effective Date); (v) on the Third Amendment Effective Date (and concurrently with the incurrence of Additional B-3 Term Loans under the Credit Agreement), (I) the Borrower shall have delivered to the trustee for the 10-1/2% Senior Subordinated Notes (the “Trustee”) an irrevocable notice of redemption for at least $145,000,000 in aggregate principal amount of outstanding 10-1/2% Senior Subordinated Notes in accordance with the terms of the 10-1/2% Senior Subordinated Note Indenture (which redemption date shall be no later than 45 days after the Third Amendment Effective Date), (II) the Borrower shall have irrevocably deposited with the Trustee cash in an amount sufficient to redeem at least $145,000,000 in aggregate principal amount of outstanding 10-1/2% Senior Subordinated Notes on the applicable redemption date set forth in the irrevocable notice of redemption referred to above, (III) the Borrower shall have irrevocably instructed the Trustee in writing to apply the funds referred for in preceding clause (II) to the redemption of such outstanding 10-1/2% Senior Subordinated Notes, and (IV) the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in preceding clauses (I) through (III) have been satisfied; (vi) the Administrative Agent shall have received one or more opinions of counsel to the Credit Parties, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent, with respect to the transactions contemplated by this Amendment; (iivii) the Administrative Agent shall have received from each Credit Party certified copies of resolutions of their respective Boards of Directors (Aor the equivalent governing body) on or statements of unanimous written consent in lieu thereof of each such Credit Party with respect to the First matters set forth in this Amendment and the transactions contemplated herein, and such resolutions or statements, as the case may be, shall be in form and substance reasonably satisfactory to the Administrative Agent; and (viii) each of Holdings and the Borrower shall have paid to the Administrative Agent and the Lenders all fees and reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable legal fees and expenses of White & Case LLP and the fee set forth in Section B.6 below) payable to the Administrative Agent and the Lenders to the extent then due. 6. The Borrower hereby covenants and agrees, so long as the Third Amendment Effective Date both immediately prior occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) 3:00 P.M. (New York time) on January 12, 2005 or (y) the close of business on the Third Amendment Effective Date (such later date, the “Outside Date”), a non-refundable cash amendment fee equal to 0.05% of the sum of (x) its Revolving Loan Commitment as in effect on the Third Amendment Effective Date and (y) the aggregate principal amount of its Converted B-3 Term Loans outstanding on the Third Amendment Effective Date, which fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to such Lenders on the Third Amendment Effective Date. 7. By executing and delivering a counterpart hereof, each Credit Party hereby agrees that all Loans (including, without limitation, the B-3 Term Loans) shall be fully guaranteed pursuant to the Guaranties in accordance with the terms and provisions thereof and shall be fully secured pursuant to the applicable Security Documents. 8. From and after giving effect to this First Amendmentthe Third Amendment Effective Date, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth all references in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references referenced to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) both immediately before and immediately after giving effect thereto, (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement, Security Agreement or any other Loan Credit Document. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, (ii) each Guarantorother Credit Party, the Administrative Agent and (iii) Lenders constituting the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 56. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding that all Obligations of the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created Credit Parties shall remain guaranteed pursuant to the Collateral relevant Credit Documents for and shall remain secured pursuant to the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Security Documents, in each case after giving effect to this First Amendmentin accordance with the respective terms and provisions thereof. 67. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement and the Security Agreement shall be deemed to be references to the Credit Agreement or the Security Agreement, as the case may be, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Fourth Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fourth Amendment Effective Date both before and after giving effect to this Fourth Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality, in all respects) on the Fourth Amendment Effective Date both before and after giving effect to this Fourth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specified date shall be true and correct in all material respects as of such specified date). NEWYORK 9228866 (2K) 2. This First Fourth Amendment is limited as specified and shall not constitute a modification, acceptance acceptance, consent to, deviation from or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. This Fourth Amendment constitutes a “Credit Document” for purposes of the Credit Agreement and the other Credit Documents. 23. This First Fourth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Fourth Amendment shall become effective on the date (the “First Fourth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Subsidiary Guarantor, the Required Lenders, the Administrative Agent and the Required Lenders, each of which Collateral Agent shall be original, pdf have signed a counterpart hereof (whether the same or facsimile copies or different counterparts) and shall have delivered by way of facsimile or other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative AgentAgent at White & Case LLP, Attention: Project EnerSys (facsimile: 000-000-0000 / e-mail: xxxx@xxxxxxxxx.xxx); (ii) the Borrower shall have (Ai) on obtained $150,000,000 of Incremental RL Commitments pursuant to, and in accordance with the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendmentterms of, no Default or Event Section 2.16 of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and (ii) incurred Incremental Term Loans in an aggregate principal amount equal to $150,000,000 pursuant to, and in accordance with the other Loan Documents shall be true and correct in all material respects (orterms of, if qualified by materialitySection 2.15 of the Credit Agreement, in all respects) each case on and as of the First Fourth Amendment Effective Date with the same (immediately prior to giving effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier datethereto); and (iii) the Borrower shall have paid to the Administrative Agent shall have been paid and the Lenders all fees, costs and expenses (including, without limitation, legal fees and expenses owing expenses) payable to it pursuant the Administrative Agent and the Lenders to the extent then due under the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsDocuments. 56. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Fourth Amendment, the Guaranty and the Liens created all Obligations shall be guaranteed pursuant to the Collateral various Guaranties in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents for in accordance with the benefit of the Secured Parties continue to be in full force terms and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmentprovisions thereof. 67. From and after the First Fourth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and amended hereby. NEWYORK 9228866 (ii2K) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.2-

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, each of the Borrowers hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) both immediately before and after giving effect to this Second Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which the Borrowers and Lenders constituting the ABL Required Lenders shall be original, pdf have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile copies or delivered by other electronic method transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Yip (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent;facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx); and (ii) the Borrower shall have paid to the Administrative Agent for the account of each ABL Lender which has executed and delivered to the Administrative Agent (Aor its designee) a counterpart hereof at or prior to 5:00 P.M. (New York City time) on November 12, 2009, a non-refundable cash fee (the First “Amendment Fee”) in Dollars in an amount equal to 5 basis points (0.05%) on an amount equal to the Revolving Loan Commitment of such ABL Lender as in effect on the Second Amendment Effective Date both (immediately prior to and after giving effect the occurrence thereof). The Amendment Fee shall not be subject to this First Amendmentcounterclaim or set-off, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the be otherwise affected by, any claim or dispute relating to any other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmentmatter. 6. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date both immediately before and immediately after giving effect to this Second Amendment on such date and (ii) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date immediately before and immediately after giving effect to this Second Amendment on such date, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of counterparts of this First Amendment executed by facsimile or other electronic transmission) the Borrowersame to White & Case LLP, each Guarantor1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Lxxx Xxxxxxxxx (facsimile number: 200-000-0000 / e-mail address: lxxxxxxxxx@xxxxxxxxx.xxx); (ii) the Borrower shall have paid to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form Lenders all costs and substance reasonably satisfactory expenses payable to the Administrative Agent; (ii) (A) on Agent and the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except Lenders to the extent such representations and warranties expressly relate then due pursuant to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier datethe Credit Agreement; and (iii) the Borrower shall have paid to each Lender which executes and delivers to the Administrative Agent shall have been paid all fees and expenses owing (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on November 28, 2006, a non-refundable cash fee (the “Amendment Fee”) in an amount equal to it pursuant 15 basis points (0.15%) on an amount equal to the terms sum of (i) the Credit Agreement aggregate principal amount of all Term Loans of such Lender outstanding on the Second Amendment Effective Date plus (ii) the Revolving Loan Commitment of such Lender as in effect on the Second Amendment Effective Date. The Amendment Fee shall not be subject to counterclaim or as set-off, or be otherwise separately agreed in writing in connection with this First affected by, any claim or dispute relating to any other matter. The Amendment and the related transactions. 5. By executing and delivering a copy hereof, Fee shall be paid by the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents Administrative Agent for distribution to the benefit of relevant Lenders on the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under Business Day immediately following the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentSecond Amendment Effective Date. 6. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementon each such date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First Amendment is limited The Parties agree to revise, amend, renew or rescind this Memorandum as specified and shall not constitute a modificationmay be necessary during the effectivity thereof, acceptance or waiver of any other provision in the interest of the Credit Agreement service and by reason of national security or other reasonable ground, or for any other Loan Document.violation of the terms and conditions of this Memorandum; 2. This First Amendment may be executed in any number The Parties further agree that subsequent agreements covering exchange usage of counterparts and by the different parties hereto on separate counterpartsspecific services and/or facilities shall become addenda to this Memorandum. No amendments, each of which counterparts when executed and delivered modifications, expansions, extensions or alterations to this Memorandum shall be an original, but all of which shall together constitute one valid or binding on either Party unless expressed in writing and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.mutually accepted by both Parties; 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.The Parties hereto undertake not to assign, transfer, nor convey their respective rights, titles, or interest in this Agreement, nor any benefits arising therefrom, without first obtaining the written consent of the other Party; 4. This First Amendment Agreement shall become effective on be binding upon the date (successors and assigns of each Party; 5. Neither Party shall be released from its obligation under this Agreement until a written clearance is obtained from the “First Amendment Effective Date”) when each other Party; 6. It is mutually understood and agreed upon that the Parties hereto shall be relieved and discharged from the performance of the following conditions shall have been satisfied (which, their respective obligations under this Memorandum in the case event of and for the condition referred period subsequent to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):following described actions and events, except as the Parties may otherwise mutually agree: (i) 6.1 Condemnation of GovRA, GovCA, or GovRA- applicants premises by any authority having the Administrative Agent’s receipt power of counterparts eminent domain and directly affecting the performance of this First Amendment executed by the Borrower, each Guarantor, obligations or exercise of the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agentrights herein stipulated; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each 6.2 Invasion of the representations and warranties set forth country by a foreign country or the existence of a state of war in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except Philippines to the extent such representations that it directly and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) adversely affects the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms discharge of the Credit Agreement obligations and exercise of the rights herein provided; 6.3 Any action taken by a local or as otherwise separately agreed in writing in connection with national governing body which tends to prevent the continued use of the properties of either Party for the purpose contemplated herein; 6.4 Fortuitous event; 7. If any provision of this First Amendment and the related transactions. 5. By executing and delivering a copy hereofMemorandum is for any reason found to be unenforceable, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness remainder of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities shall continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmenteffect. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Sixth Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Sixth Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement, the Subordination Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Sixth Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in satisfied; PROVIDED that the case of the condition referred to in clause (iii)) below, Sixth Amendment Effective Date may be satisfied occur concurrently with the occurrence last of the First Amendment Effective Date):such conditions to be satisfied: (i) each Credit Agreement Party, each Party (as defined in the Subordination Agreement) party to the Subordination Agreement, the Administrative Agent’s receipt , the Lenders constituting the Required Lenders and the Lenders holding Tranche A Term Loans constituting the Majority Lenders of counterparts such Tranche of this First Amendment executed Term Loans shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the Borrower, each Guarantor, same to the Administrative Agent at its Notice Office; (ii) the Lenders shall have received an amendment to the Senior Subordinated Credit Agreement executed by Xxxxxx, the subsidiaries of Xxxxxx party thereto and the Required LendersLenders under, each and as defined in, the Senior Subordinated Credit Agreement, which amendment shall permit the issuance of which shall the Permanent Senior Notes and otherwise be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (iiiii) Holdings and Xxxxxx shall have paid to the Administrative Agent and the Lenders all fees, costs and expenses (Aincluding legal fees and expenses but excluding the Amendment Fee referred to Section 6 below) on payable to the First Amendment Effective Date both immediately prior Administrative Agent and the Lenders to the extent then due; (iv) the Permanent Senior Notes shall have been issued generating Net Cash Proceeds of at least $240.0 million and after giving effect at least $132.5 million of such Net Cash Proceeds shall have been applied to this First Amendment, no Default or Event repay Loans in accordance with the requirements of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier dateamended hereby); and (iiiv) the Administrative Agent shall have been paid all fees received a certificate signed on behalf of Holdings by an appropriate officer of Holdings, stating that the conditions in clauses (iii) and expenses owing to it pursuant to the terms (iv) above and Section 5.03(a) of the Credit Agreement have been satisfied on such date. In the event the condition described in clause (iv) above shall not have been satisfied on or as otherwise separately agreed in writing in connection with prior to September 30, 2002, any signature page to this First Amendment theretofore tendered by any Lender shall be deemed withdrawn at such time and the related transactionsclause (i) above shall thereafter be deemed not to be satisfied. 56. By executing The Borrowers hereby covenant and delivering agree (on a copy hereof, the Borrower joint and each other Loan Party hereby (Aseveral basis) agrees that, notwithstanding so long as the effectiveness Sixth Amendment Effective Date occurs, they shall pay (in U.S. Dollars) to each Lender which executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by 12:00 Noon (New York City time) on June 13, 2002, a non-refundable cash fee (the "Amendment Fee") in an amount equal to 12.5 basis points (0.125%) of this First Amendment, an amount equal to the sum of (i) the aggregate principal amount of all Term Loans made by such Lender and outstanding on the Sixth Amendment Effective Date (after giving effect to this First Amendmentthe repayment of Term Loans of such Lender on such date with the Net Cash Proceeds from the issuance of Permanent Senior Notes) PLUS (ii) the Revolving Loan Commitment of such Lender as in effect on the Sixth Amendment Effective Date, which Amendment Fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Guaranty and the Liens created pursuant Borrowers to the Collateral Documents Administrative Agent for distribution to the benefit of Lenders not later than the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under second Business Day following the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentSixth Amendment Effective Date. 67. From and after the First Sixth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement and the Subordination Agreement shall be deemed to be references to the Credit Agreement or the Subordination Agreement, as the case may be, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fifth Amendment Effective Date both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Fifth Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. In order to induce the Banks to enter into this Amendment, Holdings and the Borrower hereby agree that in the event the Borrower takes delivery of the Drillship pursuant to the Construction Contract at any time prior to the Maturity Date, the Borrower shall grant to the Collateral Agent on such date a first preferred ship mortgage on the Drillship, and shall deliver to the Agent such legal opinions and other documentation with respect to such security interest as the Agent may reasonably request, all of which shall be reasonably satisfactory in form and substance to the Agent. 3. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 24. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 35. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 46. This First Amendment shall become effective on the date (the “First "Fifth Amendment Effective Date”") when (i) each of Holdings, the following conditions Borrower and the Required Banks shall have been satisfied signed a counterpart hereof (whichwhether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Agent at its Notice Office and (ii) Holdings and/or the Borrower shall have paid to each Bank that has executed and delivered a counterpart hereof on or before 12:00 Noon (New York time) on January 21, 1999 an amendment fee equal to 0.15% of such Banks Commitment as in effect on the case Fifth Amendment Effective Date immediately prior to giving effect to this Amendment. The Agent will give the Borrower and each Bank prompt notice of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Fifth Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fourth Amendment Effective Date, both immediately before (other than any Event of Default that exists immediately prior to the Fourth Amendment Effective Date as a result of the Borrower's failure to comply with Section 8.02 of the Credit Agreement and which Event of Default is waived pursuant to Section I(22) of this Amendment) and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Fourth Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of of, or consent to, any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Fourth Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent shall have received from Jenkens & Xxxxxxxxx P.C., special Texas counsel to the Credit Parties, an opinion addressed to the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Collateral Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, the Banks and dated the Fourth Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent, and covering such matters incident to this Amendment as the Administrative Agent may reasonably request; (ii) the Borrower, Holdings, each Guarantor and the Banks shall have signed a counterpart hereof (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with whether the same effect as though made on or different counterparts) and as shall have delivered (including by way of facsimile transmission) the First Amendment Effective Date, except same to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) Administrative Agent as of such earlier dateits Notice Office; and (iii) the Administrative Agent Borrower shall have been paid any and all outstanding legal fees and expenses owing due and payable to it pursuant to White & Case LLP, the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsAdministrative Agent's legal counsel. 56. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created that all Loans shall be fully guaranteed pursuant to the Collateral Documents for Guaranties in accordance with the benefit of terms and provisions thereof and shall be fully secured pursuant to the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement Pledge Agreements and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Security Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to each of the Lenders that (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Amendment Effective Date (as defined below) both immediately before and immediately after giving effect thereto (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) there exists no Default or Event of Default on the Amendment Effective Date (as defined below) both immediately before and immediately after giving effect thereto . 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver Amendment of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):when: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each GuarantorSubsidiary Guarantor and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile (or other electronic) transmission) the same to the Administrative Agent; and (ii) the Administrative Agent shall have received from Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, special New York counsel to the Borrower and its Subsidiaries reasonably satisfactory to the Administrative Agent, an opinion addressed to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specifiedthe Lenders and dated the Amendment Effective Date, in form and substance reasonably satisfactory acceptable to the Administrative Agent;, and covering such matters incident to this Amendment as the Administrative Agent may reasonably request. (ii) (A) on 6. From and after the First Amendment Effective Date both immediately prior to and after giving effect to this First AmendmentDate, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth all references in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references referenced to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Third Amendment, the Borrowers hereby represent and warrant that: (a) no Default or Event of Default exists as of the Third Amendment Effective Date (as defined below), both before and immediately after giving effect to this Third Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date, both before and after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date). 2. This First Third Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement or the other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein. 23. By executing and delivering a counterpart hereof, the Borrowers and each Subsidiary Guarantor hereby agrees that all Loans shall be guaranteed and secured pursuant to and in accordance with the terms and provisions of each of the U.S. Guaranty and Collateral Agreement and the Canadian Guaranty and Collateral Agreement and the other Security Documents in accordance with the terms and provisions thereof. 4. This First Third Amendment may be executed in any number of counterparts (including by way of facsimile or other electronic transmission) and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Borrowers and the Administrative Agent. 35. THIS FIRST THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 46. This First Third Amendment shall become effective on the date (the “First Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) no Default or Event of Default exists as of the Administrative Agent’s receipt of counterparts of Third Amendment Effective Date, both before and immediately after giving effect to this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative AgentThird Amendment; (ii) (A) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the First Third Amendment Effective Date Date, both immediately prior to before and after giving effect to this First Third Amendment, no Default or Event of Default shall exist and (B) each of with the same effect as though such representations and warranties set forth in had been made on and as of the Credit Agreement Third Amendment Effective Date (it being understood and in the other Loan Documents agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects (or, if qualified by materiality, in all respects) on and only as of the First Amendment Effective Date with the same effect such specified date and (y) any representation or warranty that is qualified as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of on such earlier date; and); (iii) the Borrowers and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Yip (facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx); and (iv) the Borrowers shall have paid to the Administrative Agent shall have been paid (or its applicable affiliate) all fees (other than the Amendment Fee (as defined below), which shall be paid in accordance with Section 7 below), costs and expenses owing to it pursuant (including, without limitation, reasonable legal fees and expenses) payable to the terms Administrative Agent (or its applicable affiliate) to the extent then due. 7. The Borrowers hereby agree that, so long as the Third Amendment Effective Date occurs, they shall pay to the Administrative Agent on behalf of each Lender which delivers to the Administrative Agent (or its counsel) an executed counterpart hereof by 12:00 Noon (New York City time) on October 26, 2012 (or, if later, on the Third Amendment Effective Date), a non-refundable cash fee (the “Amendment Fee”) in Dollars in an amount equal to 25 basis points (0.25%) of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment sum of the aggregate principal amount of such Lender’s Term Loans and the related transactionsRevolving Loan Commitment of such Lender outstanding or in effect, as applicable, as of the Third Amendment Effective Date. The Amendment Fee shall be paid by the Borrowers to the Administrative Agent for distribution to the relevant Lenders not later than the Business Day following the Third Amendment Effective Date. 58. By executing and delivering This Third Amendment shall constitute a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness “Credit Document” for purposes of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this First Amendment. 69. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) before (with the exception of any Default or Event of Default resulting from non-compliance by the Parent with Section 9.08(b) for the period commencing on November 1, 2011 and ending February 29, 2012, which Default(s) or Event of Default(s), if any, are hereby waived by the Required Lenders) and after giving effect to this Second Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Second Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement or the other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set Delivery of counterparts any executed counterpart of this Second Amendment by telecopy or electronic mail by any party hereto shall be lodged with the Borrower and the Administrative Agenteffective as such party’s original executed counterpart. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 45. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when the Parent, each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Lenders constituting the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx). 6. The Parent, each Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any other similar capacity in which the Parent, each Borrower and each Guarantor grants liens or security interests in their respective property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of which shall be originalits payment and performance obligations, pdf contingent or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specifiedotherwise, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) under each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect hereto) and (ii) to this First Amendmentthe extent the Parent, all each Borrower and each Guarantor granted liens on or security interests in any of its property pursuant to any such Credit Document as provided in such Loan security for the Parent, each Borrower and each Guarantor’s Obligations under or with respect to the Credit Documents, ratifies and acknowledges reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such obligations security interests and liabilities continue liens hereafter secure all of the Obligations as amended hereby. The Parent, each Borrower and each Guarantor hereby consents to this Second Amendment and acknowledges that each of the Credit Documents remains in full force and effect on a continuous basis in respect of, and to secureis hereby ratified and reaffirmed. Except as otherwise provided herein, the Obligations under execution of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the Credit Agreement and Documents or serve to effect a novation of the other Loan Documents, in each case after giving effect to this First AmendmentObligations. 67. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First on the Second Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Fifth Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Fifth Amendment Effective Date after giving effect to this Fifth Amendment and the applicable transactions permitted (or required) hereunder as described in preceding Part I, and (ii) all of the representations and warranties contained in the Credit Agreement or the other Loan Documents are true and correct in all material respects on the Fifth Amendment Effective Date after giving effect to this Fifth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Fifth Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 23. This First Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered (including the facsimile or electronic transmission) shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Fifth Amendment shall become effective on the date (the “First Fifth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by , the Borrower, each Guarantor, the Administrative Agent other Loan Party and the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission or electronic mail) the same to White & Case LLP, each of which shall be original0000 Xxxxxx xx xxx Xxxxxxxx, pdf or Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agentnumber: 000-000-0000; email: xxxx@xxxxxxxxx.xxx); (ii) the Borrower shall have paid to each Lender who has consented to this Fifth Amendment by signing a counterpart hereof and delivering the same as provided in preceding clause (Ai) prior to 6:00 p.m. (New York City time) on December 16, 2009, a fee equal to 0.10% of the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event sum of Default shall exist (x) the Revolving Credit Commitment of each such Lender and (By) each the aggregate principal amount of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materialityTerm Loans of each such Lender, in all respects) on and each case as of the First Amendment Effective Date with the same effect as though made on and as of the First Fifth Amendment Effective Date, except which fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the extent Administrative Agent for distribution to such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier dateLenders on the Fifth Amendment Effective Date; and (iii) the Administrative Agent Borrower shall have been paid in full all fees, costs and expenses (including legal fees and expenses owing to it expenses) then due and payable pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First that have been duly invoiced prior to the Fifth Amendment and the related transactionsEffective Date. 56. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby acknowledges that all Loans (A) agrees that, notwithstanding the effectiveness of this First Amendment, as defined after giving effect to this First the Fifth Amendment, the Guaranty and the Liens created ) shall continue to be fully guaranteed pursuant to the Canadian Guarantee Agreement and the U.S. Guarantee and Collateral Documents for Agreement in accordance with the benefit of the Secured Parties terms and provisions thereof and shall continue to be secured in full force accordance with the terms and effect on a continuous basis and (B) affirms, acknowledges and confirms all provisions of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Security Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 67. From and after the First Fifth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the First Amendment Effective Date both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “"First Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent Borrower and the Required Lenders, each Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Waiver, each of the Borrower and each Account Party hereby represents and warrants on behalf of itself and its respective Subsidiaries that (i) the representations and warranties of Holdings contained in Section 2 of the Holdings Guaranty are true and correct in all material respects on and as of the Waiver Effective Date (as defined below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date), and (ii) there exists no Default or Event of Default under the Credit Agreement on the Waiver Effective Date, after giving effect to this Waiver. 2. This First Amendment Waiver is limited as specified and shall not constitute a an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 2. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment Waiver shall become effective on the date (the “First Amendment "Waiver Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent Account Party and the Required Lenders, each Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstelecopier) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent;. (ii) (A) on the First Amendment Effective Date both immediately prior to 5. From and after giving effect to this First Amendmentthe Waiver Effective Date, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth all references in the Credit Agreement and in the other Loan Credit Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby hereby. This Waiver shall have no force or effect after the Waiver Termination Date. 6. Holdings, the Borrower and each Account Party acknowledge and agree that the execution and delivery by the Administrative Agent and the Banks of this Waiver or the Consent shall not be deemed (i) to create a course of dealing or otherwise obligate the Administrative Agent or the Banks to forebear or execute similar waivers, amendments or agreements under the same or similar circumstances in the future, or (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes modify, relinquish or impair any right of the Credit AgreementAdministrative Agent or the Banks to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Waiver. 7. Section 10.14 EACH CREDIT PARTY, ON BEHALF OF ITSELF, AND ALL PERSONS AND ENTITIES CLAIMING BY, THROUGH, OR UNDER ANY ONE OR MORE OF THEM, HEREBY JOINTLY AND SEVERALLY RELEASES, WAIVES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, EACH BANK, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AFFILIATES, REPRESENTATIVES AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "RELEASEES"), OF, FROM, AND WITH RESPECT TO ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE AND CAUSES OF ACTIONS, SUITS, DISPUTES, CLAIMS AND DEFENSES, COUNTERCLAIMS AND/OR LIABILITIES, CROSS CLAIMS, AND DEFENSES, THAT ARE KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, WHETHER OR NOT WELL FOUNDED IN FACT OR LAW, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, AT LAW OR IN EQUITY, BASED UPON, RELATING TO OR ARISING OUT OF ANY AND ALL TRANSACTIONS, RELATIONSHIPS OR DEALINGS WITH, OR LOANS MADE OR LETTERS OF CREDIT ISSUED TO THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS PURSUANT TO THE CREDIT DOCUMENTS PRIOR TO THE DATE HEREOF WHICH THE BORROWER, THE ACCOUNT PARTY OR THE OTHER GUARANTORS HAD, NOW HAVE OR MAY CLAIM TO HAVE AGAINST THE ADMINISTRATIVE AGENT, THE BANK OR ANY OTHER RELEASEE. 8. The respective rights, powers and remedies of the Administrative Agent and the Banks in the Credit Agreement is hereby incorporated and in the other Credit Documents are cumulative and not exclusive of any right, power or remedy provided in the Credit Documents, by reference into law or equity and no failure or delay on the part of the Administrative Agent or the Banks in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. Other than as set forth in this First Amendment Waiver, nothing contained in this Waiver or in any prior communications between or among the Credit Parties, the Administrative Agent and the Banks shall apply constitute a waiver or modification of any rights or remedies that the Administrative Agents or the Banks may have under the Credit Documents and applicable law. The Administrative Agent and the Banks expressly reserve and preserve all of their rights and remedies available to this First Amendmentthem under the Credit Documents, mutatis mutandi.applicable law or otherwise. * * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that (i) the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Third Amendment Effective Date (except (a) with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date, (b) to the extent such representations and warranties are not true and correct solely as a result of the Northwest Asset Sale, and (c) to the extent that the representations and warranties in Section 7.04 of the Credit Agreement are not true or correct solely due to those pending or threatened proceedings described in Annex A and Annex B hereto) and (ii) there exists no Default or Event of Default under the Credit Agreement on the Third Amendment Effective Date, in each case both before and after giving effect to this Amendment. 2. This First Amendment is limited as specified and shall not constitute a an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document, and, except as expressly set forth herein, no waiver or amendment contained herein shall be deemed to prejudice any right or remedy that any Agent or Lender may now have or may have in the future under or in connection with the Credit Agreement or any other agreement or instrument referred to therein. Each of the Agents and Lenders hereby expressly reserves all such rights and remedies. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”"THIRD AMENDMENT EFFECTIVE DATE") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantorthe other Credit Parties, the Administrative Agent, the Collateral Agent and the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstelecopier) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; Agent at the Notice Office, and (ii) (A) the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying that the projections in the Weekly Cash Budget are based on good faith estimates and assumptions believed by the Borrower to be reasonable on the First Third Amendment Effective Date both immediately prior Date. 6. The Borrower acknowledges that all reasonable out-of-pocket costs and expenses as described in Section 12.01 of the Credit Agreement incurred by the Agents (including, without limitation, the reasonable fees and disbursements of O'Melveny & Xxxxx LLP) with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of the Borrower. 7. From and after giving effect to this First Amendmentthe Third Amendment Effective Date, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth all references in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Amended Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fifth Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fifth Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Fifth Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) each Credit Agreement Party and the Administrative Agent’s receipt Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of counterparts of this First Amendment executed by facsimile transmission) the Borrower, each Guarantor, same to the Administrative Agent at its Notice Office and (ii) the Lenders shall have received an amendment to the Mezzanine Subordinated Debt Agreement executed by Holdings and the Requisite Noteholders under, and as defined in, the Mezzanine Subordinated Debt Agreement, which amendment shall modify the cash-pay interest provisions thereunder on terms satisfactory to the Required Lenders, each of which shall Lenders and otherwise be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsRequired Lenders. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this First Amendment, the Borrower hereby represents and warrants to each of the Banks that (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date (as defined below), both before and after giving effect to this First Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) there exists no Default or Event of Default on the First Amendment Effective Date, both before and after giving effect to this First Amendment. 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with with, the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “"First Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):when: (i) the Administrative Agent’s receipt Borrower and each Bank shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of counterparts of this First Amendment executed by facsimile transmission) the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory same to the Administrative Agent;. (ii) (A) on the First Amendment Effective Date both immediately prior Borrower shall have delivered to and after giving effect each Bank a Note executed by the Borrower substantially in the form of Exhibit B to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (oramount, if qualified by materiality, in all respects) on maturity and as of otherwise provided in the Credit Agreement as amended hereby. (iii) the Agent shall have received separate opinions addressed to it and the Banks and dated the First Amendment Effective Date with from Cadwalader, Xxxxxxxxxx & Xxxx and Xxxxx Xxxxxxx, Senior Vice President and Chief Legal Officer of the same effect as though made on and as of Borrower, covering the matters set forth in Exhibit C to the Credit Agreement. (iv) the Agent shall have received a certificate, dated the First Amendment Effective Date, except signed by the president or any vice president of the Borrower, and attested to by the secretary or any assistant secretary of the Borrower, in the form of Exhibit D to the extent Credit Agreement with appropriate insertions, together with copies of the charter documents and resolutions of the Borrower referred to in such representations certificate. (v) all corporate and warranties expressly relate to an earlier date, legal proceedings and all instruments and agreements in which case they connection with the transactions contemplated in this First Amendment shall be true satisfactory in form and correct in substance to the Agent, and it shall have received all material respects (orinformation and copies of all documents and papers, including records of corporate proceedings and governmental approvals, if qualified any, which the Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by materiality, in all respects) as of such earlier date; andproper corporate or governmental authorities. (iiivi) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to received a certificate, dated the terms First Amendment Effective Date, signed by the president, the chief financial officer or other senior financial officer of the Credit Agreement Borrower, setting forth in reasonable detail as of June 30, 2002 (i) each Insured Obligation in the Covered Portfolio and each reinsurance agreement or as otherwise separately agreed in writing in connection similar arrangement which covers any material amount of such Insured Obligations, (ii) each default by the issuer of any such Insured Obligation or other obligor with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, respect thereto which has formed or the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding reasonably expects to form the effectiveness basis of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities claim under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement)an Insurance Contract, in each case after giving effect to this First Amendmentthe extent the Borrower has knowledge thereof, (iii) each default by any party to any such reinsurance agreement or similar arrangement, (iv) each claim paid by the Borrower under any Insurance Contract with respect to such Insured Obligations and (v) the Borrower's reasonable estimate as of June 30, 2002 of Installment Premiums payable with respect to the Covered Portfolio. (vii) all as provided necessary governmental (domestic and foreign) and third party approvals in such Loan Documentsconnection with the transactions contemplated by the Credit Documents and otherwise referred to herein or therein shall have been obtained and remain in effect, and acknowledges all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse conditions upon the consummation of the transactions contemplated by the Credit Documents and agrees that such obligations and liabilities continue otherwise referred to herein or therein. Additionally, there shall not exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse conditions upon the making of the Loans. (viii) no litigation by any entity (private or governmental) shall be pending or threatened with respect to the Credit Documents or any documentation executed in full force and connection herewith or the transactions contemplated hereby, or with respect to any material Indebtedness of the Borrower or which any Bank shall determine would reasonably be expected to have a materially adverse effect on a continuous basis in respect ofthe business, operations, property, assets, liabilities, prospects or condition (financial or otherwise) of the Borrower. (ix) the Borrower shall have paid to the Agent and to securethe Banks all costs, fees and expenses (including, without limitation, legal fees and expenses) payable to the Obligations under Agent and/or the Credit Agreement and Banks to the other Loan Documents, in each case after giving effect to this First Amendmentextent then due. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of in the other Loan Credit Documents to the Credit Agreement shall be deemed to be references referenced to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below), both before and immediately after giving effect to this First Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date, both before and after giv­ing effect to this First Amendment, with the same effect as though such represen­tations and warranties had been made on and as of the First Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date). 2. This First Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement Agreement, any other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein or (ii) prejudice any right or rights which the Borrower, any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, any other Credit Documents or any of the other instruments or agreements referred to therein. 23. This First Amendment may be executed in any number of counterparts (including by way of facsimile or other electronic transmission) and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OBLIGA­TIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied satisfied: (which, in the case i) no Default or Event of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence Default exists as of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent both before and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and ; (Bii) each all of the representations and warranties set forth contained in the Credit Agreement and in the other Loan Credit Documents shall be are true and correct in all material respects (oron the First Amendment Effective Date, if qualified by materialityboth before and after giv­ing effect to this First Amendment, in all respects) with the same effect as though such represen­tations and warranties had been made on and as of the First Amendment Effective Date with the same effect as though (it being understood and agreed that (x) any representation or warranty which by its terms is made on and as of the First Amendment Effective Date, except a specified date shall be required to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) only as of such earlier specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date; and); (iii) the Administrative Agent Borrower and the Required Lenders shall have been paid all fees signed a counterpart hereof (whether the same or different counterparts) and expenses owing to it pursuant shall have delivered (including by way of facsimile or other electronic transmission) the same to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this Administrative Agent; and 6. This First Amendment and the related transactions. 5. By executing and delivering shall constitute a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness “Credit Document” for purposes of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this First Amendment. 67. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Fifth Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fifth Amendment Effective Date, both before and after giving effect to this Fifth Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Fifth Amendment Effective Date both before and after giving effect to this Fifth Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Fifth Amendment is limited as specified and shall not constitute a modification, acceptance acceptance, consent to, deviation from or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Fifth Amendment shall become effective on the date (the “First Fifth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each GuarantorHoldings, the Administrative Agent Borrower and Lenders constituting the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, each of which shall be original0000 Xxxxxx xx xxx Xxxxxxxx, pdf or Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent;number 212-354-8113); and (ii) (A) on there shall have been delivered to Administrative Agent copies of resolutions of the First board of directors of Holdings and the Borrower approving and authorizing the execution, delivery and performance of this Fifth Amendment and the Credit Documents as amended by this Fifth Amendment, certified as of the Fifth Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default by the corporate secretary or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as assistant secretary of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or Party as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be being in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmentwithout modification or amendment. 6. From and after the First Fifth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce Lenders to enter into this Amendment, the U.S. Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below) both immediately before and immediately after giving effect thereto and (ii) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions U.S. Borrower and Lenders constituting the Required Lenders shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (ifacsimile or other electronic transmission) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrowersame to White & Case LLP, each Guarantor0000 Xxxxxx xx xxx Xxxxxxxx, the Administrative Agent and the Required LendersXxx Xxxx, each of which shall be original, pdf or XX 00000 Attention: May Yip (facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreementnumber 000-000-0000 / email address: xxxx@xxxxxxxxx.xxx), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, each of Holdings, the U.S. Borrower and the Canadian Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Sixth Amendment Effective Date, immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Sixth Amendment Effective Date both immediately before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Sixth Amendment Effective Date”") when each of Holdings, the following conditions shall have been satisfied (whichU.S. Borrower, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Canadian Borrower, each U.S. Subsidiary Guarantor, the Administrative Agent and the Banks constituting the Required Lenders, each Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstransmission) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; Agent at its Notice Office (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to it being understood, however, this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes have retroactive effect from and after the Fifth Amendment Effective Date as contemplated by Section 2 of the Credit AgreementPart I of this Amendment). 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, each of Holdings, the U.S. Borrower and the Canadian Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Seventh Amendment Effective Date, both immediately before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Seventh Amendment Effective Date both immediately before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Seventh Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Seventh Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):met: (i) the Administrative Agent’s receipt Agent shall have received for the account of counterparts each Bank holding a Tranche E Term Loan requesting same a Tranche E Term Note, in the amount, maturity and as otherwise provided in this Amendment and Section 1.05 of this First Amendment executed by the Borrower, each Guarantor, Credit Agreement (as amended hereby); (ii) the Borrowers shall have paid to the Administrative Agent and the Required LendersBanks all fees, costs and expenses (including, without limitation, legal fees and expenses) payable to the Administrative Agent and the Banks to the extent then due; (iii) Holdings, the U.S. Borrower, the Canadian Borrower, each Subsidiary Guarantor, the Administrative Agent, the Required Banks and each RL Bank and each Bank holding outstanding Tranche A Term Loans shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which facsimile transmission) the same to the Administrative Agent at its Notice Office; (iv) the Administrative Agent shall be originalhave received from Holdings, pdf or facsimile each Borrower and each Subsidiary Guarantor true and correct certified copies or delivered of resolutions of the Board of Directors of such Person with respect to the transactions contemplated by other electronic method this Amendment (followed promptly by originals) unless otherwise specifiedincluding the extension of the final stated maturity of the relevant Tranches of Loans), and such resolutions shall in form and substance reasonably satisfactory to the Administrative Agent; (iiv) (A) the Borrowers shall have paid to the Administrative Agent for the prorata distribution to the XX Xxxxx the amount of all accrued and unpaid interest on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of Revolving Loans being converted into Tranche E Term Loans through the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Seventh Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iiivi) the Administrative Agent shall have been paid all fees received from each of (x) O’Melveny & Xxxxx LLP, special New York counsel to the Credit Parties, and expenses owing (y) Xxxxxx Xxxxx, special counsel to it the Credit Parties, an opinion addressed to each Agent, the Collateral Agent and each of the Banks and dated the Seventh Amendment Effective Date, which opinions shall, in each case, cover such matters incident to this Amendment as the Administrative Agent may reasonably request and otherwise be in form and substance reasonably satisfactory to the Administrative Agent. Upon the occurrence of the Seventh Amendment Effective Date, the Administrative Agent shall give notice to the Banks of the occurrence of the same. 6. So long as the Seventh Amendment Effective Date occurs, the U.S. Borrower shall pay to each Bank which has executed a counterpart of the Seventh Amendment on or prior to 5:00 P.M. (New York time) on the later to occur of August 7, 2003 or the Seventh Amendment Effective Date, or (without duplication) which is an immediate or successive assignee of any Bank described above (with respect to amounts obtained, directly or indirectly, by assignment of such Bank), a consent fee equal to the sum of (A) 0.375% of the sum of (x) such Bank’s Revolving Loan Commitment as in effect on the Seventh Amendment Effective Date (after giving effect to the reduction of the Total Revolving Loan Commitment on such date pursuant to the terms Section 3.03(j) of the Credit Agreement or (as otherwise separately agreed in writing in connection with this First Amendment amended hereby) and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness Section 2 of Part I of this First Amendment, ) and (y) the aggregate principal amount of such Bank’s Tranche A Term Loans and Tranche E Term Loans outstanding on the Seventh Amendment Effective Date (after giving effect to this First Amendment, the Guaranty and the Liens created Tranche E Term Loan Conversion on such date pursuant to the Collateral Documents for the benefit Section 2 of the Secured Parties continue to be in full force and effect on a continuous basis Part I of this Amendment) and (B) affirms, acknowledges 0.15% of the aggregate principal amount of such Bank’s Tranche B Term Loans and confirms all of its obligations and liabilities under Tranche C Term Loans outstanding on the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Seventh Amendment Effective Date, (i) all references . All fees payable pursuant to the immediately preceding sentence shall be paid to the Administrative Agent within one Business Day after the later date specified in the Credit Agreement and each of immediately preceding sentence, which fees shall be distributed by the other Loan Documents Administrative Agent to the Credit Agreement shall be deemed to be references to relevant Banks in the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of amounts specified in the Credit Agreementimmediately preceding sentence. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Amendment Effective Date (as defined below) before and after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement or the other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set Delivery of counterparts any executed counterpart of this First Amendment by telecopy or electronic mail by any party hereto shall be lodged with the Borrower and the Administrative Agenteffective as such party’s original executed counterpart. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent Borrower and the Required LendersLenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, each of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agentfacsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx); (ii) the Borrower shall have paid to each of the Lenders party to this Amendment a non-refundable work fee of [*]; provided that (AI) on a Lender which is the First provider of any other loan or other facility to the Borrower or any other member of the NCLC Group shall only be entitled to receive one (1) such fee of [*] in connection with this Amendment and any similar amendment to such other loans or other facilities and (II) notwithstanding any provision of this Amendment or the Credit Agreement to the contrary, no Lender shall be required to share with the other Lenders, the Administrative Agent, the Collateral Agent, the Documentation Agent and/or the Hermes Agent any such work fee received; (iii) the Borrower shall have paid to the Administrative Agent and each Lender all costs, fees and expenses and other compensation payable to the Administrative Agent or such Lender in connection with this Amendment and/or the Credit Agreement to the extent then due and invoiced at least one Business Day prior to the Amendment Effective Date both immediately prior to (including, without limitation, the fees and after giving effect to this First Amendment, no Default or Event expenses of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier dateWhite & Case LLP); and (iiiiv) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms received a copy of the Credit Agreement fully executed loan agreement or as otherwise separately agreed in writing in connection with this First Amendment other document between the Sky Vessel Seller and the related transactions. 5. By executing and delivering a copy hereof[*], the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit Ltd. or another member of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under NCLC Group evidencing the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentSky Vessel Indebtedness. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First on the Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, each Borrower hereby represents and warrants on behalf of itself and its respective Subsidiaries that (i) the representations and warranties of contained in Article IV of the Credit Agreement are true and correct in all material respects on and as of the First Amendment Effective Date (as defined -8- below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date), and (ii) there exists no Default or Event of Default under the Credit Agreement on the First Amendment Effective Date, in each case after giving effect to this First Amendment. 2. All of the parties hereby acknowledge and agree that since the Meristar Merger has not been consummated, Dresdner Bank AG, New York Branch and Grand Cayman Branch and Societe General are each hereby released as parties under the Credit Agreement and each hereby released of any and all obligations thereunder. 3. The US Borrower hereby agrees to pay each Lender which delivers an executed copy of this First Amendment (by hard copy or facsimile) to the Administrative Agent by no later than 12:00 (Noon) (New York time) on November 8, 2001, a fee (the "Amendment Fee") in an amount equal to 0.075% of such Lender's Revolving Credit Commitment, which Amendment Fee shall be due and payable on the first Business Day following the date on which the Super Majority Lenders shall have executed and delivered this First Amendment. 4. This First Amendment is limited as specified and shall not constitute a an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 2. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 35. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 46. This First Amendment shall become effective on the date (the “"First Amendment Effective Date”") when each of Borrower and the following conditions Super Majority Lenders shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of telecopier) the condition referred same to in clause (iii)) below, may be satisfied concurrently with the occurrence of Administrative Agent. 7. From and after the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth all references in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue deemed to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents referenced to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. A. Each Guarantor, by its signature below, hereby confirms that its Guaranty shall remain in full force and effect and its Guaranty covers the obligations of each of the relevant Borrowers under the Credit Agreement, as modified and amended by this Amendment. B. In order to induce the Lenders to enter into this Amendment, the Corporation represents and warrants to the Lenders that, on the Second Amendment Effective Date, before, as of and after giving effect to the execution, delivery and performance by the Corporation of this Amendment and the transactions contemplated hereby, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on the Second Amendment Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects only as of such specified date). C. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 2. D. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Corporation and the Administrative Agent. 3. E. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. 4. F. This First Amendment shall become effective on the date (the “First "Second Amendment Effective Date”") when each of the following conditions Borrowers, each Guarantor and the Required Lenders shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of facsimile transmission) the condition referred same to in clause the Administrative Agent (iiior its designee)) below, may be satisfied concurrently with . Administrative Agent shall promptly deliver notice to the Corporation of the occurrence of the First Second Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, R&B Falcon hereby represents and warrants that: (a) no Default or Event of Default exists as of the First Amendment Effective Date both before and after giving effect to this Amendment; and (b) except as may be expressly modified by this Amendment, all of the representations and warranties contained in the L/C Agreement and the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit L/C Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower R&B Falcon and the Administrative AgentBank. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “"First Amendment Effective Date”") when each of the following conditions have been met to the satisfaction of the Bank: (i) the Bank shall have been received from R&B Falcon certified copies of resolutions of the Board of Directors or statements of unanimous written consent in lieu thereof of R&B Falcon with respect to the matters set forth in this Amendment and such resolutions shall be satisfactory to the Bank; (ii) R&B Drilling shall have paid to the Bank all costs, fees and expenses (including, without limitation, legal fees and expenses) payable to the Bank to the extent then due; (iii) all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Amendment shall be satisfactory in form and substance to the Bank, and the Bank shall have received all information and copies of all documents and papers, including records of corporate proceedings or governmental approvals, if any, which the Bank may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities; (iv) each of R&B Falcon, R&BFD, R&B Drilling and the Bank shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Bank at its Notice Office; and (v) the Bank shall have received, and shall be satisfied (whichwith both the form and substance of, in an opinion of Xxxxx Xxxxxx, counsel to R&B Falcon, R&BFD and R&B Drilling, with respect to the case matters contemplated by the this Amendment. Upon the satisfaction of the condition referred to described in clause (iiiv) of the immediately preceding sentence and upon the Bank's determination that the other conditions described above have been met, the First Amendment Effective Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the First Amendment Effective Date shall not release R&B Falcon from any liability for failure to satisfy one or more of the applicable conditions specified above)) below, may be satisfied concurrently with . The Bank will give R&B Falcon prompt notice of the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit L/C Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, such documents as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7amended hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below), both immediately before and immediately after giving effect to this Second Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in satisfied; provided that the case of the condition referred to in clause (iii)) below, Second Amendment Effective Date may be satisfied occur concurrently with the occurrence last of the First Amendment Effective Date):such conditions to be satisfied: (ia) the Administrative Agent’s receipt Agent shall have received from each Credit Party certified copies of counterparts resolutions of the Board of Directors of such Credit Party with respect to the matters set forth in this First Second Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which such resolutions shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iiib) the Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed on behalf of the Borrower by an appropriate officer of the Borrower, stating all of the conditions in clauses II.1(a) and II.1(b) hereof have been satisfied on such date; (c) the Borrower shall have paid to the Administrative Agent and the Lenders all fees, costs and expenses (including, without limitation, legal fees and expenses owing to it pursuant expenses) payable to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment Administrative Agent and the related transactionsLenders to the extent then due; and (d) the Borrower, each other Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: May Xxx-Xxxxxxx (facsimile: 000-000-0000 / email: xxxx@xxxxxxxxx.xxx). 56. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby agrees that all Loans (Aincluding, without limitation, the Tranche B Term Loans) shall be fully guaranteed pursuant to each Subsidiaries Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents. 7. The Borrower hereby covenants and agrees that, notwithstanding so long as the effectiveness of this First AmendmentSecond Amendment Effective Date occurs, after giving effect it shall pay to this First Amendment, the Guaranty each Lender which executes and the Liens created pursuant delivers to the Collateral Documents for Administrative Agent (or its designee) a counterpart hereof by 5:00 P.M. (New York City time) on January 11, 2005, a non-refundable cash fee (the benefit “Amendment Fee”) in an amount equal to 10.0 basis points (0.10%) on an amount equal to the sum of (i) the Secured Parties continue to be aggregate principal amount of all Term Loans of such Lender outstanding on the Second Amendment Effective Date plus (ii) the Revolving Loan Commitment of such Lender as in full force and effect on a continuous basis and (B) affirmsthe Second Amendment Effective Date. The Amendment Fee shall not be subject to counterclaim or set-off, acknowledges and confirms all of its obligations and liabilities under or be otherwise affected by, any claim or dispute relating to any other matter. The Amendment Fee shall be paid by the Credit Agreement and each other Loan Document Borrower to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect Administrative Agent for distribution to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under relevant Lenders not later than the Credit Agreement and second Business Day following the other Loan Documents, in each case after giving effect to this First AmendmentSecond Amendment Effective Date. 68. From and after the First Second Amendment Effective Date, (i) Date all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references a reference to the Credit Agreement, Agreement as modified hereby and (ii) on the Second Amendment Effective Date, pursuant to the terms of this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementSecond Amendment. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First In order to induce the Lenders to enter into this Third Amendment, each of Holdings and the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Third Amendment Effective Date (as hereinafter defined), both immediately before and after giving effect to this Third Amendment and (ii) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents, are true and correct in all material respects on the Third Amendment Effective Date, both immediately before and after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty which by its terms is limited made as specified of a specific date shall be true and correct in all material respects only as of such specific date). 2. The Credit Agreement is modified only by the express provisions of this Third Amendment and this Third Amendment shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. 45. This First Third Amendment shall become effective on the date (the “First Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereofHoldings, the Borrower and each the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other Loan Party hereby electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: May Xxx-Xxxxxxx (Afacsimile number: 000-000-0000 / email: xxxx@xxxxxxxxx.xxx) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (Bii) affirms, acknowledges the Borrower shall have paid the outstanding fees and confirms all expenses of its obligations and liabilities under White & Case LLP in connection with the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First Amendment is limited as specified (a) All notices and other communications hereunder shall be in Spanish, in writing and shall not constitute a modificationbe sent by first class mail, acceptance by hand or waiver by courier service, shall be effective upon receipt by the addressee and shall be directed: (i) If to the Company or to CFE to the relevant address set forth in the Public Works Contract, (ii) If to the Onshore Collateral Agent to: Banco Santander Mexicano, X.X. Xxxx. Xxxxx xx xx Xxxxxxx Xx. 000, xxxx 0, Mod. 209 Col. Xxxxx xx Xxxxx Xx 00000, Xxxxxx, D.F. Attention: Trinidad Xxxxxxxxx Xxxx Xxxxxx (iii) To such other address as any of any CFE, the Company or the Onshore Collateral Agent may designate by prior written notice to the other provision of the Credit Agreement or any other Loan Documentparties, given pursuant to this paragraph 6 (a). 2. (b) This First Amendment instrument may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when so executed and delivered shall will be deemed to be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. (c) This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when instrument may only be amended, supplemented or modified by an instrument in writing signed by each of the following conditions parties hereto. (d) This instrument shall have been satisfied (which, in be governed by the case laws of the condition referred to United Mexican States. (e) Any dispute arising from this instrument shall be settled in clause (iii)) below, may be satisfied concurrently accordance with the occurrence terms of Clause 31.3 of the First Amendment Effective Date):Public Works Contract, as if such terms were literally reproduced herein. (f) This instrument shall continue in effect until the first to occur between (i) the Administrative Agent’s termination of the Borrower Pledge Agreement, it being understood that the Onshore Collateral Agent shall notify CFE of the termination of the Borrower Pledge Agreement not later than 30 calendar days following receipt of counterparts of this First Amendment executed by the BorrowerOnshore Collateral Agent of payment in full of the Secured Obligations, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on or the First Amendment Effective Date both immediately prior payment in full of all amounts payable by CFE under the Public Works Contract, including the termination value, in its case. Very truly yours, CONSTRUCTORA INTERNACIONAL DE INFRAESTRUCTURA, S.A. DE C.V ---------------------------------- Name: Title: BANCO SANTANDER MEXICANO, S.A., as Onshore Collateral Agent ---------------------------------- Name: Title: AGREED AND ACKNOWLEDGED BY: COMISION FEDERAL DE ELECTRICIDAD ---------------------------------- Name: Title: By its signature below, WestLB AG, New York Branch, in its capacity as collateral agent under the Interim Credit Agreement acknowledges and consents to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each the creation of the representations and warranties set forth in pledge under the Credit Borrower Pledge Agreement and in the other Loan Documents shall be true and correct in all material respects (orhereby notified to CFE. WESTLB AG, if qualified by materialityNEW YORK BRANCH ---------------------------------- Name: Title: EXHIBIT "C" FORM OF GNP NOTICE February ___, in all respects) on and as of the First Amendment Effective Date with the same effect as though 2004 Grupo Nacional Provincial, S.A. de C.V. Xx. xx xxx Xxxxxx Xx. 395 04200 - Mexico, D.F. Attention: __________________ Dear Sirs: Reference is made on and as of the First Amendment Effective Date, except to the extent Major Risks - Civil Works Insurance Policy No. 998848, dated June 4, 2003 issued by you and contracted by Constructora Internacional de Infraestructura, S.A. de C.V. ("CIISA"), as supplemented by endorsement A, dated June 4, 2003, naming WestLB AG, New York Branch as loss payee (the "GNP Insurance Policy") which endorsement will be replaced by an Endorsement naming Banco Santander Central Hispano, S.A., New York Branch as loss payee upon WestLB AG, New York Branch having notified you that its rights under such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5endorsement A are released. By executing and delivering a copy hereofmeans hereof CIISA notifies you that on February 26, the Borrower and each other Loan Party hereby (A) agrees that2004, notwithstanding the effectiveness of this First AmendmentCIISA entered into with Banco Santander Mexicano, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the S.A. acting as Pledgee in its capacity as Onshore Collateral Documents Agent for the benefit of the Secured Parties continue to be (as defined therein), a Pledge Agreement (the "Borrower Pledge Agreement") by means of which CIISA granted in full force and effect on a continuous basis and (B) affirmspledge, acknowledges and confirms all of among others, its obligations and liabilities rights deriving from the GNP Insurance Policy; the pledge created under the Credit Borrower Pledge Agreement and each other Loan Document is however, second ranking to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations pledge created under the Credit Rights Pledge Agreement and the other Loan Documentsdated as of April 11, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date2003, (i) all references in the Credit Agreement and each as amended, until you receive written notice of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes cancellation of the Credit AgreementRights Pledge Agreement from WestLB AG, New York Branch. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First Amendment is limited A. No failure or delay on the part of Lender, in the exercise of any power, right or privilege hereunder shall operate as specified a waiver thereof, nor shall any single or partial exercise thereof. B. All rights and remedies existing under this Loan Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. C. All headings and captions in this Loan Agreement and any related documents are for convenience only and shall not constitute a modification, acceptance or waiver of have any other provision of the Credit Agreement or any other Loan Documentsubstantive effect. 2. D. This First Amendment Loan Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and so delivered shall be deemed an original, but all of which such counterparts shall together constitute but one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment Each such agreement shall become effective on upon the date (the “First Amendment Effective Date”) when execution of a counterpart hereof or thereof by each of the following conditions shall have parties hereto and telephonic notification that such executed counterparts has been satisfied (whichreceived by Borrower and Lender. E. In addition to amounts owing hereunder, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which Lender shall be originalentitled to payment for all costs of enforcement and collection of Borrower's obligations hereunder including, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specifiedwithout limitation, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all attorneys' fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing costs regardless whether any action is commenced in connection with this First Amendment and the related transactionsany such enforcement and/or collection efforts. LENDER: BORROWER: VULCAN VENTURES INCORPORATED, METRICOM, INC. 5. By executing and delivering , a copy hereof, the Borrower and each other Loan Party hereby (_Washington_ corporation a Delaware corporation By: _____/s/ WILLXXX X. XXXXX By:_______/s/ TIMOXXX X. XXXXXXXXX Name: _______William D. Sxxxx Name: _____Timothy A. Dxxxxxxxx Title: _________Vice President Title: ______CEO LIST OF EXHIBITS AND SCHEDULES EXHIBIT A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.: Definitions EXHIBIT A DEFINITIONS

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date after giving effect to this First Amendment, (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date) and (iii) concurrently with the effectiveness of this First Amendment, the proceeds of the Additional New Term Loans shall be immediately applied by the Borrower to repay all outstanding Term Loans of Non-Consenting Term Lenders (if any). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantorother Credit Party, the Administrative Agent and Lenders constituting the Required Lenders, and each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory Lender with a New Term Loan Commitment and/or converting Term Loans into Converted Term Loans pursuant to the Administrative AgentTerm Loan Conversion shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Yip (facsimile number 212-354-8113); (ii) there shall have been delivered to the Administrative Agent for the account of each Consenting Term Lender and each Lender with a New Term Loan Commitment which has requested same, an appropriate New Term Note executed by the Borrower in each case in the amount, maturity and otherwise as provided in the Credit Agreement; and (Aiii) (x) all accrued and unpaid interest on all Term Loans shall have been paid in full (regardless of whether or not the Credit Agreement otherwise requires a payment of such interest at such time), (y) all fees, costs and expenses with respect to the Term Loans shall have been paid in full and (z) the principal of all outstanding Term Loans of Non-Consenting Term Lenders shall have been repaid in full; and (iv) there shall have been delivered to Administrative Agent copies of resolutions of the board of directors of each Credit Party approving and authorizing the execution, delivery and performance of this First Amendment Effective Date both immediately prior to and after giving effect to the Credit Documents as amended by this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and certified as of the First Amendment Effective Date with by the same corporate secretary or an assistant secretary of such Credit Party as being in full force and effect as though made without modification or amendment; provided however that in the event that the requirements of clause (iv) of this Section 5 are not satisfied on the date that all of the other conditions set forth in this Section 5 shall have been satisfied, this First Amendment shall nevertheless be deemed to have become effective and as the First Amendment Effective Date shall be deemed to have occurred, provided that the Borrower shall cause each such Credit Party to deliver the resolutions referred to in clause (iv) of this Section 5 which were not delivered to the Administrative Agent on the First Amendment Effective Date within 15 calendar days following the First Amendment Effective Date, except . Any failure to comply with the extent such representations and warranties expressly relate to an earlier date, in which case they provisions of the immediately preceding proviso by a Credit Party shall be true and correct in deemed to be an Event of Default for all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms purposes of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsAgreement. 56. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby agrees that all Loans (A) agrees thatincluding, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendmentwithout limitation, the Guaranty and the Liens created New Term Loans) shall be fully guaranteed pursuant to the Collateral Documents for Subsidiaries Guaranty in accordance with the benefit of terms and provisions thereof and shall be fully secured pursuant to the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Security Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 67. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists on and as of the Fifth Amendment Effective Date, after giving effect this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Fifth Amendment Effective Date, after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fifth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modificationmodifi­cation, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Fifth Amendment Effective Date”) when each of the following conditions Borrower and the Required Lenders shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (ifacsimile transmission) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, same to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Fifth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Seventh Amendment Effective Date, immediately after giving effect thereto; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Seventh Amendment Effective Date immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Seventh Amendment Effective Date immediately after giving effect thereto (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Seventh Amendment Effective Date”) when each of Credit Agreement Party and Lenders constituting the following conditions Required Lenders shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counter parts) and shall have delivered (including by way of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (ifacsimile or other electronic transmission) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrowersame to White & Case LLP, each Guarantor1000 Xxxxxx xx xxx Xxxxxxxx, the Administrative Agent and the Required LendersXxx Xxxx, each of which shall be original, pdf or XX 00000 Attention: May Yip (facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreementnumber: 200-000-0000 / e-mail address: mxxx@xxxxxxxxx.xxx), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Seventh Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First on the Seventh Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Sixth Amendment Effective Date (as defined below) both before and after giving effect to this Amendment and (ii) on the Sixth Amendment Effective Date, both before and after giving effect to this Amendment, all representations and warranties (other than those representations made as of a specified date) contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects. 2. This First Amendment shall become effective on the date (the “Sixth Amendment Effective Date”) when the Borrower, each other Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: May Xxx-Xxxxxxx (facsimile number 212-354-8113). Unless the Administrative Agent has received actual notice from any Lender that the conditions contained above have not been met with satisfaction, upon the satisfaction of the condition described in the immediately preceding sentence and upon the Administrative Agent’s good faith determination that the other conditions described above have been met, the Sixth Amendment Effective Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Sixth Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the applicable conditions specified above). 3. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 24. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created that all Loans shall be fully guaranteed pursuant to the Collateral Documents for Subsidiary Guaranty in accordance with the benefit of terms and provisions thereof and shall be fully secured pursuant to the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Security Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Sixth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandiTHIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below) after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement or the other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set Delivery of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts any executed counterpart of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which telecopy or electronic mail by any party hereto shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and effective as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsparty’s original executed counterpart. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 18.1 The Parties agree that this Agreement will insure to the benefit of, and be binding upon, XXXXXXXX-XXXXXXXX, INC., and its subsidiaries and affiliates, together with their successors and assigns, and the Consultant, together with the Consultant's executor, administrator, personal representative, heirs, and legatees. 8.2 The Parties hereto are independent contractors and neither is the agent of the other. 8.3 The Parties agree that the covenants in this Agreement will be construed as covenants independent of one another and as obligations distinct from any other contract between the Parties. This First Amendment is limited as specified and shall Any claim that either party may have against the other will not constitute a modificationdefense to enforcement of this Agreement. 8.4 The Parties agree that the covenants in SECTIONS 6 and 7, acceptance or waiver and sub-SECTION 8.5, of this Agreement will survive termination of the Contractual Relationship. 8.5 The Parties agree that irreparable harm should be presumed if the Consultant breaches any covenant in this Agreement, faithful observance of all covenants in this Agreement is an essential condition of the Contractual Relationship, and XXXXXXXX-XXXXXXXX, INC. depends upon such absolute compliance, the Parties further agree: 8.5.1 this Agreement is intended to protect the rights of XXXXXXXX-XXXXXXXX, INC. in many important ways, even a threat of misuse of any other provision of the Credit Confidential Information or Intellectual Property would be extremely harmful, its both are essential. to the business Of XXXXXXXX-XXXXXXXX, INC.; 8.5.2 XXXXXXXX-XXXXXXXX, INC. will be entitled, as a matter of right, to injunctive relief, both temporary and permanent, against any breach or attempted breach of this Agreement by the Consultant; and 8.5.3 actual damages may be very difficult to ascertain if the Consultant breaches or attempts to breach a covenant in this Agreement, hence XXXXXXXX-XXXXXXXX, INC, will bc entitled to such injunctive relief without the necessity of posting bond, or other security, or proving such actual damages, and, further, that such injunctive relief will be cumulative and in addition to any other Loan Documentremedies available to XXXXXXXX-XXXXXXXX, INC. 2. This First Amendment may 8.6 The Parties agree that this Agreement will be executed governed by and enforced under the laws of the State of Texas, and to the maximum extent practicable, jurisdiction and venue in any number of counterparts dispute relating to the subject matter hereof will be in Dallas County, The prevailing party in any such dispute will be entitled to recover, in addition to any other relief granted, reasonable Attorney fee and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agentexpense related to such dispute. 8.7 All notices under this Agreement will be made in writing and will be deemed given (1) hand delivered, (2) deposited in the United States mail, registered, with proper postage prepaid and properly addressed, return receipt requested, or (3) sent through the interoffice delivery service of XXXXXXXX-XXXXXXXX, INC. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on during the date (the “First Amendment Effective Date”) when each term of the following Contractual Relationship, 8.8 The Parties agree that this Agreement merges and supersedes all prior and contemporaneous agreements, undertakings, covenants, or conditions shall have been satisfied (whichconcerning the subject matter hereof, in the case of the condition referred to in clause (iii)) belowwhether oral or written, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrowerexpress or implied, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) contradict or conflict with the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsprovisions hereof. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. (a) This First Amendment is limited shall constitute and evidence the unanimous written consent of all Shareholders to this Amendment within the meaning of Section 22.2 of the Original Agreement. (b) Except as specified expressly amended hereby, the terms and conditions of the Original Agreement are hereby ratified and confirmed, and shall not constitute a modification, acceptance or waiver continue in full force and effect. In the event of any other provision conflict or inconsistency between the terms set forth herein and the terms of the Credit Agreement or any other Loan DocumentOriginal Agreement, the terms contained in this Amendment shall control. 2(c) This Amendment shall be governed by, and construed in accordance with, the laws and decisions of the State of New York, without regard to conflict of law rules applied in such State. (d) This Amendment constitutes the entire understanding among the parties hereto. No waiver or modification of the provisions of this Amendment shall be valid unless it is in writing and executed pursuant to Section 22.2 of the Original Agreement and then, only to the extent therein set forth. (e) This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be deemed an original, but all of which together shall together constitute one and the same instrumentagreement binding on the Shareholders. A complete set For purposes of counterparts this Amendment, any signature hereto transmitted by facsimile or e-mail (in PDF format) shall be lodged with considered to have the Borrower same legal and binding effect as any original signature hereto. The parties hereto have, in fact, made and effectuated the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective agreements and transactions set forth herein above on the date (the “First Amendment Effective Date”) when each of the following conditions shall , and have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of executed this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and instrument as of the First Amendment Effective Date with 29th day of March, 2013, as a formality to confirm the same effect as though agreements and transactions so made and effectuated by the parties on and as of the First Amendment Effective Date. MNA ADVISORS, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsINC. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.: By: /s/ Xxxxxxxx Xxxxxx Name: XXXXXXXX XXXXXX Title: Corporate Secretary SHAREHOLDERS: XXXXXXXXXXX XXXX XXX XXXXXX XXXXXXX X. XXXXX XXXXXXXXXXX X. XXXXXXXXX XXXXX X. XXXXXX XXXX XXXXXXXXXX XXXXXXX X. XXXXXX XXXXX XXXXXXX XXXX XXXXXXXXX XXXXXXX X.XXXXXX XXXXXXX XXXXXXX XXXX X. XXXXXXX XXXXXXX X. XXXXX XXXXX X. XXXXXX XXXXX XXXXXX XXXXXXX XXXXXX XXXXXX X. XXXXXXXX XXXXX XXXXXXX XXXX XXXXXXXXXXX XXXXXXX X. XXXXXXX XXXX X. XXXXX XXXXXXX XXXXXX XXXXXXX XXXXXXX XXXXXXXXXXX XXXXXXXX XXXXXXX XXXXXXXX XXXX XXXXXXXX XXXXXX XXXXXXX XXXXXXX X. XXXXXXXX XXXXX XXXXXX XXXXXX XXXXXX XXXXXXX X. XXXXXX XXXX X. XXXXXX XXXX X. XXXXXXX XXXX XXXXXXX XXXXXX XXXXXXX XXXX X. XXXXX XXXXXXX XXXXXXXXXX XXXXXXXXX X. XXXXXX

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each of the Borrower and each Pledgor hereby represents and warrants that: (a) no Default or Event of Default exists as of the Amendment Effective Date (as defined below), both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects only as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement, the Pledge Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Amendment Effective Date”") when on which each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each GuarantorPledgor party to the Pledge Agreement on the date hereof, the Collateral Agent and Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement and the Pledge Agreement shall be deemed to be references to the Credit Agreement and the Pledge Agreement, as the case may be, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each Borrower hereby represents and warrants to each of the Lenders that (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Second Amendment Effective Date (as defined below), both before and after giving effect to this Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) there exists no Default or Event of Default on the Second Amendment Effective Date, both before and after giving effect to this Amendment. 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower Silgan and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Second Amendment Effective Date”") when each of Borrower, each B Lender and the following conditions Required Lenders shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of telecopier) the condition referred same to in clause (iii)) below, may be satisfied concurrently with the occurrence of Administrative Agent at the First Notice Office. 6. From and after the Second Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth all references in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references referenced to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Third Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Third Amendment Effective Date”") when each of Credit Agreement Party and the following conditions Banks constituting the Required Banks shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (ifacsimile transmission) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, same to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Amendment Effective Date, both immediately before and immediately after giving effect to this Amendment (other than the Specified Events of Default); and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Amendment Effective Date both immediately before and immediately after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver Amendment of, or consent to, any Default or Event of Default or any other provision of the Credit Agreement or any other Loan Credit Document. 23. In order to induce the Banks to enter into this Amendment, each Credit Party hereby remises, releases and forever discharges, and by these presents do for their Subsidiaries (direct or indirect), and for themselves and their predecessors, successors, affiliates and assigns (each, a "Releasor"), remise, release and forever discharge, each Bank, and their predecessors, affiliates, subsidiaries (direct or indirect), successors, assigns, participants, officers, directors, shareholders, partners, employees or agents, of and from all manner of actions at law or equity, all causes of action for damages, costs, debts, sums of money, accounts, bills, rights of indemnity, breach of contract, provision of labor or materials, loss of use, loss of services, expenses, compensation, consequential or punitive damages, equitable subordination, avoidance of preferential or fraudulent transfers, or any other thing whatever, arising by virtue of actions taken, actions omitted to be taken or the occurrence of any other event on or prior to the Amendment Effective Date, relating in any way to (i) this Amendment, the Credit Agreement, the Obligations or any other Credit Document, (ii) any claims (including, without limitation, for contribution or indemnification) which have or could have arisen out of any of the transactions contemplated by this Amendment or the Credit Documents or any other proceedings that have been brought or may be brought by any party hereto or to any Credit Document or any third party relating to the Credit Documents or the transactions contemplated thereby, (iii) any acts, transactions or events that are the subject matter of this Amendment or the Credit Documents or (iv) the prosecution of any claims or any settlement negotiations which such Releasor ever had, now or which it, its Subsidiaries (direct or indirect), or its successors or assigns hereafter can, shall or may have against any Bank, and their predecessors, affiliates, Subsidiaries (direct or indirect), successors, assigns, participants, officers, directors, shareholders, partners, employees or agents, by reason of (with respect to each of clauses (i)-(iv) above) any matter, cause or thing whatsoever on or prior to the Amendment Effective Date relating to this Amendment or the Credit Documents; provided, however, that nothing herein shall be construed or deemed to release any covenants or agreements contained herein or in any Credit Document so long as such Credit Document shall remain in full force and effect. 4. Each Credit Party hereby acknowledges and agrees that the Obligations are not subject to avoidance, defense, objection, action, counterclaim or setoff, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally. The Obligations constitute legal, valid and binding obligations of each Credit Party, enforceable in accordance with the terms of the Credit Documents and pursuant to applicable law, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and subject to the limitations imposed by general equitable principles (regardless whether such enforceability is considered in a proceeding at law or in equity). Furthermore, no Credit Party will use any of its cash or other assets to object to or contest in any manner, or raise any objections, counterclaims or defenses to, the validity or enforceability of the claims of the Banks, or to investigate or assert any claims or causes of action arising on or prior to the Amendment Effective Date against the Banks. 5. Except as expressly set forth in this Amendment, each of the undersigned hereby acknowledges and agrees that the execution and delivery by the Banks of this Amendment shall not be deemed (i) to create a course of dealing or otherwise obligate the Banks to forbear or execute similar agreements under the same or similar circumstances in the future, (ii) to modify, relinquish or impair any right of the Banks to receive any indemnity or similar payment from any Person or entity as a result of any matter arising from or relating to this Amendment, (iii) to waive any right of the Banks to receive interest at an increased rate as a result of any Events of Default that may occur under the Credit Agreement, (iv) to obligate the Banks to make or agree to make any extension of credit or to provide Loans pursuant to the Credit Agreement at any time, (v) to obligate the Banks in any way to forbear from individually or collectively enforcing remedies under the Credit Agreement or any other Credit Document in any manner or (vi) a commitment from any of the Bank to forbear or "stand still". Except as expressly set forth in this Amendment, no past or future forbearance on the part of any of the Banks should be viewed as a limitation upon or waiver of the absolute right and privilege of the Banks in exercising rights and remedies that currently exist or may exist after the Amendment Effective Date. 6. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 37. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 48. This First Amendment shall become effective on the date (the “First "Amendment Effective Date”") when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, Holdings, each Guarantor, Guarantor and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent;as its Notice Office; and (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent Borrower shall have been paid any and all outstanding legal fees and expenses owing due and payable to it pursuant to White & Case LLP, the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsAdministrative Agent's legal counsel. 59. By executing and delivering a copy hereof, the Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created that all Loans shall be fully guaranteed pursuant to the Collateral Documents for Guaranties in accordance with the benefit of terms and provisions thereof and shall be fully secured pursuant to the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement Pledge Agreements and the other Loan Documents, in each case after giving effect to this First AmendmentSecurity Agreement. 610. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7hereby. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.* * *

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that: (a) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below), both immediately before and immediately after giving effect thereto; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date both immediately before and immediately after giving effect thereto (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each Credit Agreement Party and Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Yip (facsimile number: 200-000-0000 / e-mail address: mxxx@xxxxxxxxx.xxx). 6. So long as the Second Amendment Effective Date occurs, the U.S. Borrower shall pay to each Lender which has executed a counterpart hereof on or prior to 2:00 P.M. (New York time) on December 20, 2005, a consent fee equal to 0.125% of the following conditions shall have been satisfied sum of (which, x) its Revolving Loan Commitment as in effect on the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Second Amendment Effective Date): Date and (iy) the Administrative Agent’s receipt aggregate principal amount of counterparts of this First its Term Loans outstanding on the Second Amendment executed by Effective Date (immediately prior to giving effect thereto). All fees payable pursuant to the Borrower, each Guarantor, immediately preceding sentence shall be paid to the Administrative Agent and within one Business Day after the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they fees shall be true and correct in all material respects (or, if qualified distributed by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of relevant Lenders in the Credit Agreement or as otherwise separately agreed amounts specified in writing in connection with this First Amendment and the related transactionsimmediately preceding sentence. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 67. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First on the Second Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists on and as of the Fourth Amendment Effective Date, both before and after giving effect this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Fourth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Fourth Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt Borrower shall have received gross cash proceeds of counterparts at least $75,000,000 from the issuance by it of this First Amendment executed by a like principal amount of Senior Unsecured Notes (as such term is defined in the Borrower, each GuarantorCredit Agreement as amended hereby), the Administrative Agent and the Required Lenders, each proceeds of which shall be original, pdf or facsimile copies or delivered by other electronic method are applied as provided in the Credit Agreement (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent;as amended hereby); and (ii) the Borrower, the Majority Lenders holding outstanding B Term Loans and the Required Lenders shall have signed a counterpart hereof (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with whether the same effect as though made on or different counterparts) and as shall have delivered (including by way of facsimile transmission) the First Amendment Effective Date, except same to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees at its Notice Office. Notwithstanding the foregoing, for purposes of determining compliance with Sections 9.08, 9.10, 9.11 and expenses owing to it pursuant to the terms 9.12 of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to Test Period ended on September 30, 2003, such compliance shall be in full force and effect based on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), provisions as in each case after giving effect prior to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. The Borrower hereby covenants and agrees, so long as the Fourth Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) 5:00 P.M. (New York time) on October 30, 2003 and (y) 5:00 P.M. (New York time) on the Fourth Amendment Effective Date (such later date, the “Outside Date”), a non-refundable cash amendment fee equal to .05% of the sum of (x) each such Lender’s Revolving Loan Commitment as in effect on the Fourth Amendment Effective Date and (y) the aggregate outstanding principal amount of its Term Loans immediately prior to the Fourth Amendment Effective Date, which fee shall not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to the applicable Lenders on the second Business Day following the Outside Date. 7. From and after the First Fourth Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below) before and after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement or the other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of (i) the following conditions Borrower, GMSC II, Arlington, the Parent and the Required Lenders shall have been satisfied signed a counterpart hereof (whichwhether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to White & Case LLP, in 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: May Yxx-Xxxxxxx (facsimile number: 200-000-0000 / email: mxxx@xxxxxxxxx.xxx), (ii) the case Borrower shall have paid a non-refundable cash fee of $15,000 (the condition referred “Fee”) to in clause (iii)) beloweach Lender party hereto, may which fee shall be satisfied concurrently with the occurrence of earned by each such Lender on the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, Date and made payable to the Administrative Agent and the Required for distribution to such Lenders, (iii) the Borrower shall have paid to the Administrative Agent all outstanding fees and expenses in connection with the First Amendment (including, without limitation, the fees and expenses of White & Case LLP) and (iv) an amendment to (x) the $372M Credit Agreement and (y) the Junior Credit Agreement, in each of case in substantially the form (which form shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to attached hereto as Exhibit B and after giving effect to this First AmendmentExhibit C respectively, no Default or Event of Default shall exist have become effective in accordance with its terms and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering received a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmentthereof. 6. The Required Lenders hereby direct the Administrative Agent to consent, and the Administrative Agent hereby consents, to the amendment to the Junior Credit Agreement in substantially the form attached hereto as Exhibit C. 7. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this on the First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit AgreementEffective Date. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First Amendment is limited shall become effective as specified of the date first above written (the “Amendment Effective Date”) on the date when Holdings, the Borrowers, each Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall not constitute a modification, acceptance or waiver have delivered (including by way of any other provision of facsimile transmission) the Credit Agreement or any other Loan Documentsame to the Administrative Agent at the Notice Office. 2. In order to induce the Lenders to enter into this Amendment, the Borrowers hereby represent and warrant that (i) no Default or Event of Default exists on the Amendment Effective Date, after giving effect to this Amendment, and (ii) on the Amendment Effective Date, after giving effect to this Amendment, all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with delivered to Holdings, the Borrower and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 18.1 Except as otherwise provided in Clauses 3.8 or 3.12, none of the Parties may assign his or its rights or obligations in whole or in part hereunder without the prior written consent of the other Parties. Nothing in this Clause shall prevent a transfer of Shares, interests therein, or rights to proceeds arising therefrom made pursuant to articles of association of the Company, provided always that it shall be a condition of any such transfer that the transferee executes a deed of adherence. 8.1 No variation of this Deed shall be valid unless it is in writing and signed by or on behalf of each of the Parties. 8.2 No announcement or disclosure regarding all or any part of the transactions contemplated by this Deed shall be made by any of the Parties without the prior written approval of the other Party save for any such announcement as is required to be made under any applicable law in which case the announcement shall be made only after consultation with the other Parties and after the other Party has, where practicable, been given the opportunity to approve such announcement. 8.3 This First Amendment Deed contains the whole Deed between the Parties relating to the transactions provided for in this Deed and supersedes all previous Deeds (if any) between such Parties in respect of such matters and each of the Parties acknowledges that in agreeing to enter into this Deed it has not relied on any representations or warranties except for those contained in this Deed. 8.4 Each of the provisions of this Deed is limited as specified separate and severable and enforceable accordingly and if at any time any provision is adjudged by any court of competent jurisdiction to be void or unenforceable the validity, legality and enforceability of the remaining provisions hereof and of that provision in any other jurisdiction shall not constitute a modification, acceptance in any way be affected or waiver of any other provision of the Credit Agreement or any other Loan Documentimpaired thereby. 2. 8.5 This First Amendment Deed may be executed in any number of counterparts and by the different parties hereto on separate several counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be deemed to be an original, pdf or facsimile copies or delivered by other electronic method and which together shall constitute one and the same Deed. This Deed shall become effective and be dated (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (Aeach counterpart shall be dated) on the First Amendment Effective Date both immediately prior date first written above between the Parties which have executed and delivered a counterpart. Immediate evidence that a counterpart engrossment has been executed may be provided by transmission of such counterpart engrossment by fax machine or a scanned version thereof by email with the original executed counterpart engrossment to be put in the post as soon as practicable thereafter. 8.6 This Deed and after giving effect to this First Amendment, no Default all non-contractual obligations arising from or Event connected with it are governed by and construed in accordance with the laws of Default shall exist and (B) each Ireland. Each of the representations and warranties set forth in Parties hereby agrees that the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as courts of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent Ireland shall have been paid all fees jurisdiction to hear and expenses owing to it pursuant to the terms determine any suit, action or proceedings that may arise out of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment Deed and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant for such purposes irrevocably submits to the Collateral Documents for the benefit jurisdiction of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendmentcourts. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Third Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Third Amendment Effective Date, both before and after giving effect to this Third Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Third Amendment Effective Date both before and after giving effect to this Third Amendment, with the same effect as though such representations and warranties had been made on and as of the Third Amendment Effective Date (it being understood that any representation or warranty made as of a specified date shall be true and correct in all material respects as of such specified date). 2. This First Third Amendment is limited as specified and shall not constitute a modification, acceptance acceptance, consent to, deviation from or waiver of any other provision of the Credit Agreement or any other Loan Credit Document. This Third Amendment constitutes a “Credit Document” for purposes of the Credit Agreement and the other Credit Documents. 23. This First Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. 34. THIS FIRST THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Third Amendment shall become effective on the date (the “First Third Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered by way of facsimile or other electronic transmission) the same to the Administrative Agent’s receipt of counterparts of this First Amendment executed by Agent at White & Case LLP, Attention: Project EnerSys (facsimile: 000-000-0000 / e-mail: xxxx@xxxxxxxxx.xxx); and (ii) the Borrower, each Guarantor, Borrower shall have paid to the Administrative Agent and the Required LendersLenders all fees, each of which shall be originalcosts and expenses (including, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalswithout limitation, legal fees and expenses) unless otherwise specified, in form and substance reasonably satisfactory payable to the Administrative Agent; (ii) (A) on Agent and the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except Lenders to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to then due under the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Third Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementamended hereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. This First 7.1 If any provision of this Amendment is limited as specified for any reason adjudicated to be invalid, unenforceable, or void, the Parties hereby agree to sever that provision from the Amendment. Such action will not affect the validity or enforceability of the remaining provisions of the Amendment. 7.2 This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, beneficiaries and heirs. 7.3 This Amendment sets forth the entire agreement between the Sellers, on one hand, and Bolt, on the other hand, and supersedes all prior oral or written agreements, negotiations, discussions, or understandings between them concerning the matters contained herein. The terms of this Amendment may not be altered, amended, waived or modified, except by a further written agreement signed by the Parties. Section headings in this Amendment are included for convenience of reference only and shall not constitute a modification, acceptance or waiver part of this Amendment for any other provision of the Credit Agreement or any other Loan Documentpurpose. 2. 7.4 This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate electronic or physical counterparts, each of which counterparts when executed and delivered shall be constitute an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts agreement, provided each signing Party shall be lodged with the Borrower and the Administrative Agent. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when each have received a copy of the following conditions shall have been satisfied (which, in signature page signed by the case other Parties. If a Party to this Amendment signs this Amendment and then transmits an electronic copy of the condition referred signature page to in clause (iii)) belowany other Party to this Amendment, the Party who receives such transmission may rely upon the electronic copy as a signed original of this Amendment. Copies of this Amendment, including facsimile and electronic copies, may be satisfied concurrently with the occurrence used in lieu of the First originals for all purposes. 7.5 The Parties to this Amendment Effective Date): (i) have each cooperated in its drafting and preparation. Thus, the Administrative Agent’s receipt language of counterparts all parts of this First Amendment executed by shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any Party as the Borrowerdrafter thereof. 7.6 Each Party represents that in executing this Amendment, each Guarantorhe or it has relied solely upon his or its own judgment, the Administrative Agent belief and the Required Lendersknowledge, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First advice and recommendations of his or its own independently selected counsel, concerning the nature, extent and duration of his or its rights and claims settled hereunder. Each Party further represents that he or it has not been influenced whatsoever in executing this Amendment Effective Date both immediately prior to and after giving effect to this First Amendmentby any representations or statements made by any other Party, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the by any person representing any other Loan Documents shall be true and correct in all material respects (orParty. THE PARTIES EACH REPRESENT AND WARRANT THAT THEY HAVE THOROUGHLY READ AND CONSIDERED ALL ASPECTS OF THIS AMENDMENT, if qualified by materialityTHAT THEY UNDERSTAND ALL PROVISIONS OF THIS AMENDMENT, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective DateTHAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL THROUGHOUT THIS PROCESS AND THAT THEY ARE VOLUNTARILY ENTERING INTO THE AMENDMENT OF THEIR OWN FREE WILL, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactionsWITHOUT DURESS OR COERCION OF ANY KIND. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Bank to enter into this Amendment, the Obligor hereby represents and warrants that: (a) no Default or Event of Default exists as of the Fourth Amendment Effective Date both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the L/C Agreement and the other Credit Documents are true and correct in all material respects on the Fourth Amendment Effective Date both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit L/C Agreement or any other Loan Credit Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Obligor and the Administrative AgentBank. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First "Fourth Amendment Effective Date”") when each of the following conditions Obligor and the Bank shall have been satisfied signed a counterpart hereof (which, in whether the case same or different counterparts) and shall have delivered (including by way of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (ifacsimile transmission) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory same to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of Bank at its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First AmendmentNotice Office. 6. From and after the First Fourth Amendment Effective Date, (i) all references in the Credit L/C Agreement and each of the other Loan Credit Documents to the Credit L/C Agreement shall be deemed to be references to the Credit Agreement, L/C Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementamended hereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Second Amendment, the Borrowers hereby represent and warrant that: (a) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below), both before and immediately after giving effect to this Second Amendment; and (b) all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date, both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date). 2. This First Second Amendment is limited precisely as specified written and shall not constitute be deemed to (i) be a modification, acceptance or waiver of or a consent to the modification of or deviation from any other provision term or condition of the Credit Agreement or the other Credit Documents or any of the other Loan Documentinstruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein. 23. By executing and delivering a counterpart hereof, the Borrowers and each Subsidiary Guarantor hereby agrees that all Loans shall be guaranteed and secured pursuant to and in accordance with the terms and provisions of each of the U.S. Guaranty and Collateral Agreement and the Canadian Guaranty and Collateral Agreement and the other Security Documents in accordance with the terms and provisions thereof. 4. This First Second Amendment may be executed in any number of counterparts (including by way of facsimile or other electronic transmission) and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower Borrowers and the Administrative Agent. 35. THIS FIRST SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 46. This First Second Amendment shall become effective on the date (the “First Second Amendment Effective Date”) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date):satisfied: (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent Borrowers and the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf facsimile or facsimile copies or delivered by other electronic method transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Yip (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent;facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx); and (ii) the Borrowers shall have paid to the Administrative Agent (Aor its applicable affiliate) on all fees (other than the First Amendment Fee (as defined below), which shall be paid in accordance with Section 7 below), costs and expenses (including, without limitation, reasonable legal fees and expenses) payable to the Administrative Agent (or its applicable affiliate) to the extent then due. 7. The Borrowers hereby agree that, so long as the Second Amendment Effective Date both immediately prior occurs, they shall pay to and after giving effect the Administrative Agent on behalf of each Lender which delivers to this First Amendmentthe Administrative Agent (or its counsel) an executed counterpart hereof by 12:00 Noon (New York City time) on August 15, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects 2012 (or, if qualified by materialitylater, on the Second Amendment Effective Date), a non-refundable cash fee (the “Amendment Fee”) in all respectsDollars in an amount equal to 25 basis points (0.25%) on of the sum of the aggregate principal amount of such Lender’s Term Loans and the Revolving Loan Commitment of such Lender outstanding or in effect, as applicable, as of the First Amendment Effective Date with the same effect as though made on and as of the First Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they . The Amendment Fee shall be true and correct in all material respects (or, if qualified paid by materiality, in all respects) as of such earlier date; and (iii) the Borrowers to the Administrative Agent shall have been paid all fees and expenses owing to it pursuant for distribution to the terms of relevant Lenders not later than the Credit Agreement or as otherwise separately agreed in writing in connection with this First Business Day following the Second Amendment and the related transactionsEffective Date. 58. By executing and delivering This Second Amendment shall constitute a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness “Credit Document” for purposes of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this First Amendment. 69. From and after the First Second Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, Agreement as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementhereby. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1. In order to induce the Lenders to enter into this Amendment, Holdings hereby represents and warrants to each of the Lenders that (i) all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date, both before and after giving effect to this Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) there exists no Default or Event of Default on the First Amendment Effective Date, both before and after giving effect to this Amendment. 2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. 23. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower Holdings and the Administrative Agent. 34. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 45. This First Amendment shall become effective on the date (the “First Amendment Effective Date”"FIRST AMENDMENT EFFECTIVE DATE") when each of the following conditions shall have been satisfied (whichHoldings, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent Company and the Required Lenders, each Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originalstelecopier) unless otherwise specified, in form and substance reasonably satisfactory the same to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.

Miscellaneous Provisions. 1(a) Through the date of this Eleventh Amendment, and to Tenant and Guarantor’s knowledge, neither Tenant nor Guarantor has, nor claims, any offset, defense, claim, right of set-off or counterclaim against Landlord under, arising out of or in connection with this Eleventh Amendment, the Lease, the Guaranty or any document or agreement executed in connection therewith. In addition, Tenant and Guarantor covenant and agree with Landlord that if any offset, defense, claim, right of set-off or counterclaim exists of which Tenant or Guarantor has knowledge as of the date of this Eleventh Amendment, Tenant and Guarantor hereby irrevocably and expressly waive the right to assert such matter. (b) This First Eleventh Amendment is limited shall be construed as specified a whole and in accordance with its fair meaning. Headings are for convenience only and shall not constitute a modificationbe used in construing meaning. The parties acknowledge and agree that each party has had the benefit of competent, acceptance independent legal counsel and other advisors, and that each party has had an equal right to negotiate the terms and participate in the drafting of this Eleventh Amendment. Whenever the words “include,” “includes” or waiver of “including” are used in this Eleventh Amendment they shall be interpreted as if the phrase “without limitation” immediately followed. (c) Each party will, whenever and as often as it shall be reasonably requested so to do by another party, cause to be executed, acknowledged or delivered, any other provision and all such further instruments and documents as may be necessary or proper, in the reasonable opinion of the Credit Agreement or any other Loan Documentrequesting party, in order to carry out the intent and purpose of this Eleventh Amendment. 2. (d) The Recitals to this Eleventh Amendment are incorporated hereby by reference. (e) This First Eleventh Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which executed counterparts shall together constitute a single document. Signature pages may be detached from the counterparts and attached to a single copy of this document to physically form one document. The parties may execute and deliver this Eleventh Amendment electronically and by forwarding signed facsimile and/or e-mail .pdf copies of this Eleventh Amendment. Such facsimile signatures and/or e-mail .pdf signatures shall have the same binding effect as original signatures, and the same instrument. A complete set parties hereby waive any defense to the validity of counterparts shall be lodged with the Borrower and the Administrative Agentthis Eleventh Amendment based on any such facsimile copies of signatures or email .pdf copies of signatures. 3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4. This First Amendment shall become effective on the date (the “First Amendment Effective Date”f) when each of the following conditions shall have been satisfied (which, in the case of the condition referred to in clause (iii)) below, may be satisfied concurrently with the occurrence of the First Amendment Effective Date): (i) the Administrative Agent’s receipt of counterparts of this First Amendment executed by the Borrower, each Guarantor, the Administrative Agent and the Required Lenders, each of which shall be original, pdf or facsimile copies or delivered by other electronic method (followed promptly by originals) unless otherwise specified, in form and substance reasonably satisfactory to the Administrative Agent; (ii) (A) on the First Amendment Effective Date both immediately prior to and after giving effect to this First Amendment, no Default or Event of Default shall exist and (B) each of the representations and warranties set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or, if qualified by materiality, in all respects) on and Except as of the First Amendment Effective Date with the same effect as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such earlier date; and (iii) the Administrative Agent shall have been paid all fees and expenses owing to it specifically amended pursuant to the terms of the Credit Agreement or as otherwise separately agreed in writing in connection with this First Amendment and the related transactions. 5. By executing and delivering a copy hereof, the Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Eleventh Amendment, the Guaranty terms and the Liens created pursuant to the Collateral Documents for the benefit conditions of the Secured Parties continue to be Lease shall remain unmodified and in full force and effect on a continuous basis effect. In the event of any inconsistencies between the terms and (B) affirms, acknowledges conditions of this Eleventh Amendment and confirms all any terms and conditions of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party (including the Closing Date Intercreditor Agreement), in each case after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secureLease, the Obligations under the Credit Agreement terms and the other Loan Documents, in each case after giving effect to conditions of this First Amendment. 6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby and (ii) this First Eleventh Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreementgovern and prevail. 7. Section 10.14 of the Credit Agreement is hereby incorporated by reference into this First Amendment and shall apply to this First Amendment, mutatis mutandi.