Common use of New Term Loans Clause in Contracts

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Renewing Lender agrees to convert all make New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (not in excess of its Existing Tranche B Term Loans outstanding immediately prior to Loans) as are determined by the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Fronting Additional Term Lender agrees to fund a make New Term Loan Loans to the Borrower on the Tranche B Refinancing Date in a principal amount equal to such New Term Lender's Additional Term Loan Commitment. For purposes hereof and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" of such Additional Term Lender shall be the amount set forth in its share Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Loan Commitment Amount. Each party hereto acknowledges Lenders are several and agrees that notwithstanding any such no New Term Loan Conversion, each such Continuing Lender shall be entitled responsible for any other New Term Lender's failure to receive payment make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Date. (b) The obligations of each New Term Lender to make New Term Loans on the Amendment No. 2 Effective Tranche B Refinancing Date is subject to the satisfaction of the unpaid fees following conditions: (i) The conditions set forth in Section 4.02 of the Credit Agreement shall be satisfied on and interest accrued as of the Tranche B Refinancing Date, and the New Term Lenders shall have received a certificate of a Financial Officer, dated the Tranche B Refinancing Date, to such date with respect effect. (ii) The Agent shall have received a favorable legal opinion of Xxxxxx & Xxxxxxx LLP, counsel to the Borrower, Holdings and the Parent, addressed to the Agent and the New Term Lenders and dated the Tranche B Refinancing Date, covering such matters relating to the New Term Loans, this Amendment, the Credit Agreement as amended and restated hereby, and the other Loan Documents and security interests thereunder as the Agent may reasonably request, and such opinion shall be reasonably satisfactory to the Agent. (iii) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment, the other Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Agent. (iv) To the extent deemed necessary or appropriate by the Agent, each Security Document shall have been amended to provide the benefits thereof to the New Term Loans and the obligations of its the Loan Parties in connection therewith on the same basis as such benefits are provided to the Existing Tranche B Term Loans. (cv) Subject Each Loan Party that has not executed and delivered this Amendment shall have entered into a written instrument reasonably satisfactory to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, Agent pursuant to one or more Assignment which it confirms that it consents to this Amendment and Assumptions, the New Term Loans and that the Security Documents to which it is party will continue to apply in a maximum principal respect of the Credit Agreement, as amended and restated hereby, and the Obligations of such Loan Party. (vi) The aggregate amount of the Additional Term Loan Commitments of the Additional Term Lenders, as set forth in their Joinder Agreements, plus the amount of any cash available to be used to prepay Existing Tranche B Term Loans, shall equal or exceed the aggregate principal amount of the Existing Tranche B Term Loans held of Term Lenders other than Existing Tranche B Term Loans of any Renewing Term Lenders that are refinanced with New Term Loans made by such Renewing Term Lender. (vii) The Agent shall have received evidence that the Borrower has made the payments referred to in Section 4(d) or is making such payments on the Amendment Effective Date with the proceeds of the Additional Term Loans and such other funds as may be required. (viii) The conditions to effectiveness of this Amendment set forth in Section 5 hereof shall have been satisfied. (c) All New Term Loan Borrowings made on the Tranche B Refinancing Date shall have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Existing Tranche B Term Loan Borrowings being refinanced with such New Term Loan Assignee (or such lesser amount as may be allocated Borrowings, and the Adjusted LIBO Rates applicable to such Lender New Term Loan Borrowings during such initial Interest Periods shall be the same as notified to such Lender by the Administrative Agent prior those applicable to the Amendment NoExisting Tranche B Term Loan Borrowings being refinanced. 2 Effective Date); (i) Each Replacement LenderFor purposes of the foregoing, by delivering its signature page such Interest Periods shall be assigned to this Amendment and funding, or converting its Existing the Additional Term Loans into, New of each Additional Term Lender in the same proportion that such Interest Periods applied to the Existing Tranche B Term Loans on the Amendment NoTranche B Refinancing Date. 2 Effective Date The Borrower will not be required to make any payments to Renewing Term Lenders under Section 2.16 of the Credit Agreement in connection with the exchange of their Existing Tranche B Term Loans for New Term Loans. (d) On the Tranche B Refinancing Date, the Borrower shall apply the proceeds of the Additional Term Loans and such other amounts as may be necessary to (i) prepay in full all Existing Tranche B Term Loans (after giving effect to New Term Loans made by Renewing Lenders to repay their Existing Tranche B Term Loans), (ii) make payment of the fee payable to each Existing Tranche B Term Lender (including any Renewing Term Lender) under Section 2.12(c) of the Credit Agreement as a result of the prepayment of such Lender's Existing Tranche B Term Loans, (iii) pay all accrued and unpaid interest on all Existing Tranche B Term Loans, and (iv) pay to each Tranche B Lender all amounts payable pursuant to Section 2.16 of the Credit Agreement as a result of the prepayment of such Lender's Tranche B Term Loans (other than in respect of Existing Tranche B Term Loans of Renewing Term Lenders that are exchanged for New Term Loan AssigneeLoans of such Renewing Term Lenders) and pay all other Obligations then due and owing to such Term Lenders under the Credit Agreement in their capacities as such. (e) On and after the Tranche B Refinancing Date, by delivering its signature page each reference in the Credit Agreement to this Amendment, "Tranche B Term Loans" shall be deemed a reference to have acknowledged receipt the New Term Loans contemplated hereby. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than as set forth in Section 4(c) above) shall continue in full force and effect with respect to, and for the benefit of, each Lender that was a Tranche B Lender prior to the Tranche B Refinancing Date in respect of such Lender's Tranche B Term Loans and consented Term Loan Commitments under the Credit Agreement prior to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Tranche B Refinancing Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2.

New Term Loans. (a) The Borrower shall give Subject to the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) terms and conditions set forth herein and in the case of Eurodollar LoansAmended and Restated Credit Agreement, three Business Days prior each Person party hereto whose name is set forth on Schedule 2.01 attached hereto under the heading “Term Lender” (each such Person, a “Term Lender”), agrees, severally and not jointly, to make a New Term Loan to the anticipated Amendment No. 2 Borrower on the Refinancing Facility Agreement Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the an aggregate principal amount and Type equal to the Term Commitment of such New Term Lender set forth on Schedule 2.01 hereto, by (x) funding such New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in cash in the case of Eurodollar Loans, the respective amounts of each amount indicated with respect to such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of Term Lender in such Schedule 2.01 (any such notice from Term Lender, to the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each extent required to fund its New Term Loan Assignee. Each Fronting Lender will make available the Loans in cash, a “New Term Lender”) and/or (y) converting into an equivalent principal amount of New Term Loans such principal amounts of such Term Lender’s Existing Term Loans as are indicated with respect to be made by such Term Lender in such Schedule 2.01 (any such Term Lender, to the Administrative Agent for the account of the Borrower at the Funding Office prior extent required to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the make its New Term Loans funded pursuant to such conversions, a “Converting Term Lender”) (the commitment of each Term Lender to make New Term Loans, including pursuant to such conversions, in the amounts set forth with respect to such Lender on Schedule 2.01 attached hereto, the Amendment No. 2 Effective Date may“New Term Commitment” of such Term Lender and, at collectively for all the Borrower’s requestTerm Lenders, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the “New Term Commitments”; any such Existing Term Loans outstanding immediately prior converted into New Term Loans, the “Converted Loans”). No Term Lender shall be responsible for any other Term Lender’s failure to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing make New Term Loans on the Amendment No. 2 Effective DateLoans. (b) Subject to the terms and conditions set forth hereinherein and in the Amended and Restated Credit Agreement, on effective as of the Amendment No. 2 Refinancing Facility Agreement Effective Date Date, for all purposes of the Loan Documents, (i) each Continuing Lender agrees to convert all of its Existing the New Term Loans outstanding immediately prior to Commitments shall constitute “Term Commitments” under the Amendment No. 2 Effective Date Amended and Restated Credit Agreement, (or such lesser amount as may be allocated to such Lender as notified to such Lender by ii) the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans shall constitute “Term Loans” and “Loans” under the Amended and Restated Credit Agreement and (iiiii) each Fronting Term Lender agrees shall become, or continue to fund be, as applicable, a New “Term Loan in Lender” and a principal amount equal to its share “Lender” under the Amended and Restated Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Amended and Restated Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders. The proceeds of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender Loans shall be entitled to receive payment on used by the Amendment No. 2 Effective Date of Borrower solely for the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loanspurposes described in the recitals hereto. (c) Subject Upon the effectiveness of this Refinancing Facility Agreement, each of the Term Lenders, solely in their capacities as Lenders under the Existing Credit Agreement with respect to Existing Term Loans, shall cease to be a party to the terms Existing Credit Agreement and conditions set forth hereinshall be released from all further obligations thereunder in respect of the Existing Term Loans; provided, each New Term Loan Assignee agrees however, that such Lenders shall continue to purchase from one or more Fronting Lendersbe entitled to the benefits (in accordance with the Existing Credit Agreement) of Sections 2.15, on or 2.16, 2.17, 2.18 and 9.03 of the Existing Credit Agreement as in effect immediately after prior to the Amendment No. 2 Refinancing Facility Agreement Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans Date in a maximum principal amount equal the principal amount respect of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Dateother than Converted Loans);. (id) Each Replacement Term Lender that has delivered a signature page to this Refinancing Facility Agreement and each Term Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this AmendmentRefinancing Facility Agreement, shall be deemed to have agreed and consented to the amendment and restatement of the Existing Credit Agreement in the form of the Amended and Restated Credit Agreement as contemplated hereby and to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the any Class of Lenders on the Amendment NoRefinancing Facility Agreement Effective Date. (e) Upon the effectiveness of this Refinancing Facility Agreement and subject to Section 3(f) below, the Existing Term Loans outstanding immediately prior to the Refinancing Facility Agreement Effective Date (other than the Converted Loans) shall be prepaid in full by the Borrower on the Refinancing Facility Agreement Effective Date, together with any funding losses payable in accordance with Section 2.16 of the Existing Credit Agreement. 2The Agent and each of the Lenders hereto hereby waives the requirement that the Borrower provide advance notice of such prepayment pursuant to Section 2.11 of the Existing Credit Agreement. (f) Notwithstanding anything herein or in the Amended and Restated Credit Agreement to the contrary, (i) on the Refinancing Facility Agreement Effective Date, (x) the Borrower shall pay all accrued and unpaid interest with respect to the Existing Term Loans outstanding immediately prior to such date and (y) all Converted Term Loans outstanding as of such date shall have an Interest Period as set forth in the Borrowing Request required to be delivered pursuant to Section 6 below and (ii) the Converting Term Lenders hereby waive (x) the notice requirements of Section 2.07 of the Existing Credit Agreement with respect to the conversion of the interest rate applicable to the Converted Term Loans and the Borrowing of the New Term Loans and (y) any indemnity claim for breakage costs under Section 2.16 of the Existing Credit Agreement in connection with the repayment of interest and the conversion to a new Interest Period on the Refinancing Facility Agreement Effective Date as described above. (g) For purposes of this Refinancing Facility Agreement, a portion of the New Term Loans equal to the aggregate principal amount of the Existing Term Loans shall constitute Refinancing Term Loans under the Existing Credit Agreement and shall be deemed to have been incurred immediately prior to the amendment and restatement of the Existing Credit Agreement. All other New Term Loans incurred hereunder (the “Additional Term Loans”) shall be deemed to have been incurred concurrently with the amendment and restatement of the Existing Credit Agreement pursuant to Section 2.01 of the Amended and Restated Credit Agreement but, for the avoidance of doubt, shall constitute a single Class of Term Loans under the Amended and Restated Credit Agreement and the other Loan Documents for all purposes thereof. (h) The parties hereto acknowledge and agree that the Additional Term Loans shall not reduce the amount available to the Borrower under Section 2.21 of the Amended and Restated Credit Agreement, which amount shall be preserved and available for use by the Borrower after the Refinancing Facility Agreement Effective Date. (i) For the avoidance of doubt, the aggregate principal amount of Term Loans to be outstanding on the Refinancing Facility Agreement Effective Date after giving effect to the transactions contemplated hereby shall be $300,000,000.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all (or, at the Lead Arranger’s election, part) of its Existing Term Loans outstanding immediately prior as a New Term Loan on the date requested by the US Borrower to be the First Amendment No. 2 Effective Date (or such lesser which date shall not be later than May 13, 2011) in a principal amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior up to the Amendment No. 2 Effective Date) into amount of such Continuing Term Lender’s New Term Loans Loan Commitment (as defined below) and (ii) each Fronting Additional Term Lender agrees to fund make a New Term Loan on such date to the US Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment. For purposes hereof, a Person may become a party to the Credit Agreement as amended hereby and a New Term Lender as of the First Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the First Amendment Effective Date, a Lender Addendum in its share capacity as a New Term Lender. The US Borrower shall give notice to the Administrative Agent of the proposed First Amendment Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each Term Lender and each Additional Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by X.X. Xxxxxx Securities LLC (the “Lead Arranger”). (b) Each Additional Term Lender will make its New Term Loan on the First Amendment Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Credit Agreement, an amount equal to its New Term Loan Commitment. Each Existing Term Loan continued by a Continuing Term Lender as a New Term Loan as contemplated herein is referred to herein as a “Continued Term Loan”. The “New Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the First Amendment Effective Date or, if less, as allocated to it by the Administrative Agent and notified to it on or prior to the First Amendment Effective Date, which shall be continued as an equal amount of New Term Loans, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the First Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan. The New Term Loans may from time to time be ABR Loans or Eurodollar Loans, as determined by the US Borrower and notified to the Administrative Agent as contemplated by Sections 2.2 and 2.12. Upon continuation, the Continued Term Loans shall be ABR Loans or Eurodollar Loans with Interest Periods as determined by the US Borrower, and the Lenders having Existing Term Loans that are prepaid or continued in connection with the making of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender Loans shall be entitled to receive payment on the Amendment No. 2 Effective Date benefits of Section 2.20 of the unpaid fees and interest accrued to such date Credit Agreement with respect to all of its Existing Term Loansthereto. (c) Subject to the terms and conditions set forth herein, The obligation of each New Term Loan Assignee agrees Lender to purchase from one make or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held acquire by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, continuation New Term Loans on the First Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page is subject to the satisfaction of the conditions set forth in Section 4 of this Amendment. (d) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “Term Loans” shall be deemed a reference to have acknowledged receipt the New Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, and consented to and approved, this Amendment (each Existing Term Loan Lender in respect of such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2Lender’s Existing Term Loans.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Converting Term Lender agrees to convert all of its Existing U.S. Term Loans, Existing U.K. Term Loans outstanding immediately prior to and/or Existing Euro Term Loans, as the case may be, into New Term Loans of the corresponding Class on the Amendment No. 2 Effective Date (or such lesser in a principal amount as may be allocated equal to such Lender as notified to Existing Term Lender’s New Term Loan Commitment in respect of such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into Class of New Term Loans and (ii) each Fronting Additional Term Lender agrees to fund a make New U.S. Term Loans, New U.K. Term Loans and/or New Euro Term Loans on the Amendment Effective Date to the applicable Borrower of such Class of New Term Loan Loans in a principal amount equal to such New Term Lender’s New Term Loan Commitment in respect of such Class of New Term Loans. For purposes hereof, a Person shall become a party to the Credit Agreement (as amended hereby) and a New Term Lender on the Amendment Effective Date, by executing and delivering to the Administrative Agent, on or prior to the Amendment Effective Date, a Lender Addendum in its share capacity as a New Term Lender. (b) Each Additional Term Lender will make and fund New Term Loans of each Class on the Amendment Effective Date by transferring to the Administrative Agent, in the manner contemplated by Section 2.02(b) of the Credit Agreement, an amount equal to its New Term Loan Commitment in respect of such Class. Any portion of an Existing Term Loan of any Class converted by a Converting Lender into a New Term Loan of the corresponding Class as contemplated hereby, is referred to herein as a “Converted Loan”. The “New Term Loan Commitment” for any Class of New Term Loans (i) of any Converting Term Lender will be such amount of its Existing Term Loans of such Class to be converted into an equal amount of New Term Loans of the corresponding Class, as is determined by JPMorgan and notified to such Converting Term Lender prior to the Amendment Effective Date, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by JPMorgan and notified to it prior to the Amendment Effective Date. Schedule A to this Amendment sets forth, with respect to each Class of New Term Loans, (i) the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, of each such Continuing Converting Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each the New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as Commitment of each Additional Term Lender. The commitments of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, Additional Term Lenders and the Intercreditor Agreement) conversion undertakings of the Converting Term Lenders are several and each no such Lender will be responsible for any other document required Lender’s failure to be delivered to, make or be approved acquire by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2conversion New Term Loans.

New Term Loans. (i) Borrower may up to three times following the Closing Date, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loan Commitments”), by an amount not in excess of $200,000,000 in the aggregate, pursuant to this Section 2.1(c), and not less than $25,000,000 individually. Each such notice shall specify (a) The the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (b) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Term Loan Commitments; (b) both before and after giving effect to the making of any Series of New Term Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof and the final maturity thereof) executed and delivered by Borrower, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall give deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series. Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or permitted under this Section 2.1(c)(i) and set forth in the applicable Joinder Agreement, identical to Term Loans. In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date, (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans outstanding on the Closing Date under this Agreement and (c) with respect to any New Term Loans created hereunder, if the initial yield on such New Term Loans (as reasonably determined by the Administrative Agent irrevocable notice to be equal to the sum of (x) the margin applicable to such New Term Loans above the Adjusted Eurodollar Rate and (y) if such New Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from or on behalf of the Borrower for doing so (excluding customary arranger or commitment fees paid to the Arrangers or their affiliates), and such discount and fees are in excess of 0.50% (the amount of such discount or upfront fees, in excess of 0.50% expressed as a percentage of such New Term Loans, being referred to herein as “Upfront Fees”), the amount of such Upfront Fees divided by the lesser of (A) the average life to maturity of such New Term Loans and (B) four) exceeds the Applicable Margin for any Term Loans that are Eurodollar Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (without respect to Eurodollar Rate Loans or Base Rate Loans) then in effect for such Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loans; provided that, if the lowest permissible rate applicable to such New Term Loans is higher than the lowest permissible rate applicable to other Term Loans (as a result of a “floor” or similar feature), then the difference between such lowest permissible rate and zero shall be used in calculating the Yield Differential for purposes of this clause (c). Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(c)(i), and each Joinder Agreement may, without the consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(c)(i). (ii) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) for New Term Loans that are Base Rate Loans, one Business Day prior to 11:00 A.M.the requested funding of a New Term Loan, and (y) for New York City time, (i) in the case of Term Loans that are Eurodollar Rate Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case requested funding of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of a New Term Loans to be borrowedLoan, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of it being understood that any such Funding Notice may be delivered concurrently with notice from the Borrowerby Borrower to Administrative Agent requesting New Term Loan Commitments as provided for in subsection 2.1(c)(i). Promptly upon receipt by Administrative Agent of such Funding Notice, the Administrative Agent shall promptly notify each Fronting Lender and each with a New Term Loan Assignee. Commitment relating to the proposed borrowing. (iii) Each Fronting Lender will make available the amount of with a New Term Loans Loan Commitment shall make its New Term Loan, as provided above, available to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., not later than 12:00 p.m. (New York City time, ) on the borrowing date requested specified for such funding by Borrower on the Borrower applicable Funding Notice, by wire transfer of same day funds in funds immediately available to the Dollars, at Administrative Agent’s Principal Office. Notwithstanding anything herein to Upon satisfaction or waiver of the contraryconditions precedent specified herein, (i) Administrative Agent shall make the proceeds of such New Term Loans funded available to Borrower on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have such date by causing an initial Interest Period identical amount of same day funds in Dollars equal to the Interest Period proceeds of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees received by Administrative Agent from Lenders to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject credited to the terms and conditions set forth herein, each New Term Loan Assignee agrees account of Borrower as designated in writing to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to by Borrower in the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2applicable Funding Notice.

New Term Loans. Each Consenting Term Lender severally agrees to convert (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M.“Term Loan Conversion”), New York City time, (i) in on the case of Eurodollar Loans, three Business Days prior to the anticipated First Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New all Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Consenting Term Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, outstanding on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the First Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding (immediately prior to the Amendment No. 2 Effective Date giving effect thereto) into new term loans hereunder (which Interest Period shall end on the last Business Day of Juneeach such term loan, 2013a “Converted New Term Loan” and, collectively, “Converted New Term Loans”) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection each Lender with the repayment of the Existing a New Term Loans on the Amendment No. 2 Effective Date. (b) Subject Loan Commitment severally agrees to the terms and conditions set forth hereinmake, on the First Amendment No. 2 Effective Date Date, a term loan or term loans in an initial principal amount equal to such Lender’s New Term Loan Commitment (ieach, an “Additional New Term Loan” and, collectively, “Additional New Term Loans”, and, together with the Converted New Term Loans, “New Term Loans”) to Borrower to be used for the purposes identified in subsection 2.5E. The amount of each Continuing Lender agrees to convert all of its Existing Lender’s New Term Loan Commitment and Converted New Term Loans outstanding immediately prior to (if any) is set forth opposite its name on Schedule 2.1 annexed hereto and the Amendment No. 2 Effective Date aggregate amount of (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Datex) into Additional New Term Loans and (iiy) each Fronting Lender agrees to fund a Converted New Term Loans is $540,000,000. The New Term Loan in a principal amount equal Commitments of Lenders shall be adjusted to its share give effect to any assignments of the New Term Loan Commitment Amount. Commitments pursuant to subsection 10.1B. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each Lender’s New Term Loan Assignee agrees to purchase from one or more Fronting LendersCommitment shall expire immediately and without further action on December 5, on or immediately after 2003 if the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, Additional New Term Loans in a maximum principal amount equal are not made on or before that date. Borrower may make only one borrowing on the principal amount of First Amendment Effective Date under the Existing Term Loans held by such New Term Loan Assignee (Commitments. Amounts borrowed under this subsection 2.1A(i)(II) or such lesser amount amounts borrowed as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, under subsection 2.1(A)(i)(I) and continued as New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page pursuant to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreementsubsection 2.1(A)(i)(II) and each other document required to subsequently repaid or prepaid may not be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2reborrowed.”.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) A. Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Term B Lender agrees to convert continue all or a portion (as determined by the Arranger and notified to such Lender) of its Existing Term B Loans outstanding immediately prior as a New Term B Loan on the date requested by the Borrower to be the Sixth Amendment No. 2 Effective Date (or such lesser in a principal amount as may be allocated equal to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Existing Term B Loans and (ii) each Fronting Additional Term B Lender agrees to fund a make New Term Loan B Loans on such date to the Borrower in a principal amount equal to its share such Additional Term B Lender’s New Term B Loan Commitment (as defined below). For purposes hereof, a Person may become a party to the Credit Agreement as amended hereby and become a New Term B Lender as of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Sixth Amendment No. 2 Effective Date of by executing this Amendment or the unpaid fees Lender New Commitment, as applicable, and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject delivering to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting LendersAdministrative Agent, on or immediately after prior to the Sixth Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its counterpart signature page to this Amendment or the Lender New Commitment, as applicable, in its capacity as a New Term B Lender. The Borrower shall give notice to the Administrative Agent of the proposed Sixth Amendment Effective Date not later than one Business Day prior thereto, and fundingthe Administrative Agent shall notify each New Term B Lender thereof. For the avoidance of doubt, or converting its the Existing Term B Loans into, of a Continuing Term B Lender must be continued in whole and may not be continued in part unless approved or otherwise determined by the Administrative Agent. B. Each Additional Term B Lender will make its New Term B Loan on the Sixth Amendment Effective Date by making available to the Administrative Agent, in accordance with the Credit Agreement, an amount equal to its New Term B Loan Commitment. The “New Term B Loan Commitment” of any Additional Term B Lender will be such amount (not exceeding any commitment offered by such Additional Term B Lender) allocated to it by the Arranger and notified to it and the Administrative Agent on or prior to the Sixth Amendment Effective Date. The commitments of the Additional Term B Lenders and the continuation undertakings of the Continuing Term B Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term B Loan. The New Term B Loans may from time to time be Base Rate Loans or LIBOR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with the Credit Agreement. Each New Term B Lender, as to itself, hereby agrees to waive any indemnity claim for breakage costs under Section 2.8.5 of the Credit Agreement in connection with the prepayment or replacement of Existing Term B Loans contemplated hereby. C. The obligation of each New Term B Lender to make or acquire by continuation New Term B Loans on the Sixth Amendment No. 2 Effective Date is subject to the satisfaction of the conditions set forth in Section III of this Amendment. D. On and after the Sixth Amendment Effective Date, each reference in the Loan Documents to “Term B Loans” shall be deemed a reference to the New Term B Loans contemplated hereby, except as the context may otherwise require, each reference to “Term B Lenders” shall be deemed a reference to the New Term B Lenders. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term B Lender in respect of such Lender’s Existing Term B Loans. E. The principal of the New Term B Loans shall be due and payable in quarterly installments, each equal to one-quarter of one percent (ii0.250%) on each Quarterly Payment Date commencing on December 31, 2019 and continuing through (and including) the last Quarterly Payment Date prior to the Term B Loan Maturity Date, in each case, calculated as a percentage of the original principal amount of New Term B Loans on the Sixth Amendment Effective Date subject to adjustment pursuant to the terms of the Credit Agreement as amended by this Amendment); provided that each New Term Loan AssigneeB Lender hereby acknowledges and agrees that the Borrower has prepaid, by delivering its signature page prior to the date hereof, all amounts due pursuant to this Amendmentparagraph. All amounts of principal, interest and fees relating to Refinancing Loans not due and payable before the Term B Loan Maturity Date are due and payable on the Term B Loan Maturity Date. F. The final maturity date of the New Term B Loans shall be deemed the Term B Loan Maturity Date. G. The continuation of Continued Term B Loans may be implemented pursuant to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved procedures specified by or satisfactory to, the Administrative Agent or and the Lenders Arranger (in consultation with the Borrower), including by repayment of Continued Term B Loans of a Continuing Term B Lender on the Sixth Amendment No. 2Effective Date from the proceeds of New Term B Loans followed by a subsequent assignment to it of New Term B Loans in the same amount and each Continuing Term B Lender hereby agrees to execute such other documentation as may be required to evidence such Continuing Term B Lender’s New Term B Loan Commitment.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) A. Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Term B Lender agrees to convert continue all or a portion (as determined by the Administrative Agent and notified to such Lender) of its Existing Term B Loans outstanding immediately prior as a New Term B Loan on the date requested by the Borrower to be the Amendment No. 2 Effective Date (or such lesser in a principal amount as may be allocated equal to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Existing Term B Loans and (ii) each Fronting Additional Term B Lender agrees to fund a make New Term Loan B Loans on such date to the Borrower in a principal amount equal to its share such Additional Term B Lender’s New Term B Loan Commitment (as defined below). For purposes hereof, a Person may become a party to the Credit Agreement as amended hereby and become a New Term B Lender as of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of by executing this Amendment or the unpaid fees Lender New Commitment, as applicable, and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject delivering to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting LendersAdministrative Agent, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its a counterpart signature page to this Amendment or the Lender New Commitment, as applicable, in its capacity as a New Term B Lender. The Borrower shall give notice to the Administrative Agent of the proposed Amendment Effective Date not later than one Business Day prior thereto, and fundingthe Administrative Agent shall notify each New Term B Lender thereof. For the avoidance of doubt, or converting its the Existing Term B Loans into, of a Continuing Term B Lender must be continued in whole and may not be continued in part unless approved or otherwise determined by the Administrative Agent. B. Each Additional Term B Lender will make its New Term B Loan on the Amendment Effective Date by making available to the Administrative Agent, in accordance with the Credit Agreement, an amount equal to its New Term B Loan Commitment. The “New Term B Loan Commitment” of any Additional Term B Lender will be such amount (not exceeding any commitment offered by such Additional Term B Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Amendment Effective Date. The commitments of the Additional Term B Lenders and the continuation undertakings of the Continuing Term B Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term B Loan. The New Term B Loans may from time to time be Base Rate Loans or LIBOR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with the Credit Agreement. Each New Term B Lender, as to itself, hereby agrees to waive any indemnity claim for breakage costs under Section 2.8.5 of the Credit Agreement in connection with the prepayment or replacement of Existing Term B Loans contemplated hereby. C. The obligation of each New Term B Lender to make or acquire by continuation New Term B Loans on the Amendment No. 2 Effective Date is subject to the satisfaction of the conditions set forth in Section III of this Amendment. D. On and after the Amendment Effective Date, each reference in the Loan Documents to “Term B Loans” shall be deemed a reference to the New Term B Loans contemplated hereby, except as the context may otherwise require, each reference to “Term B Lenders” shall be deemed a reference to the New Term B Lenders. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term B Lender in respect of such Lender’s Existing Term B Loans. E. The principal of the New Term B Loans shall be due and payable in quarterly installments, each equal to (a) one-quarter of two and a half percent (0.625%) for each payment due on March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 and (iib) one-quarter of one percent (0.250%) on each Quarterly Payment Date that occurs after December 31, 2017 and continuing through (and including) the last Quarterly Payment Date prior to the Term B Loan Maturity Date, in each case, calculated as a percentage of the original principal amount subject to adjustment pursuant to the terms of the Credit Agreement as amended by this Amendment); provided that each New Term Loan AssigneeB Lender hereby acknowledges and agrees that the Borrower has prepaid, by delivering its signature page prior to the date hereof, all amounts due pursuant to this Amendmentparagraph other than the payment of (x) one-quarter of two and a half percent (0.625%) of the original principal amount on March 31, 2017 and (y) one quarter of one and a half percent (0.375%) of the original principal amount on June 30, 2017, September 30, 2017 and December 31, 2017. All amounts of principal, interest and fees relating to Refinancing Loans not due and payable before the Term B Loan Maturity Date are due and payable on the Term B Loan Maturity Date. F. The final maturity date of the New Term B Loans shall be deemed the Term B Loan Maturity Date. G. The continuation of Continued Term B Loans may be implemented pursuant to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved procedures specified by or satisfactory to, the Administrative Agent or (in consultation with the Lenders on Borrower), including by repayment of Continued Term B Loans of a Continuing Term B Lender from the Amendment No. 2proceeds of New Term B Loans followed by a subsequent assignment to it of New Term B Loans in the same amount and each Continuing Term B Lender hereby agrees to execute such other documentation as may be required to evidence such Continuing Term B Lender’s New Term B Loan Commitment.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all (or such lesser amount as notified to such Lender by Barclays prior to the Effective Date) of its Existing Term Loans outstanding immediately as a New Term Loan on the date requested by the Borrower to be the Effective Date in a principal amount equal to such Continuing Term Lender’s New Term Loan Commitment (as defined below), (ii) each Additional Term Lender agrees to make a New Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment and (iii) each Continuing Term Lender and Additional Term Lender agrees to this Amendment and the terms of the Amended Credit Agreement. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and an Additional Term Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Amendment NoEffective Date, an Additional Term Lender Addendum in its capacity as an Additional Term Lender. 2 The Borrower shall give notice to the Administrative Agent of the proposed Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each New Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by Barclays. (c) Each Additional Term Lender will make its New Term Loan on the Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Amended Credit Agreement, an amount equal to its New Term Loan Commitment. The “New Term Loan Commitment” of (i) any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent Barclays prior to the Amendment No. 2 Effective Date) into ), which shall be continued as an equal principal amount of New Term Loans Loans, and (ii) each Fronting any Additional Term Lender agrees will be such amount (not in excess of the maximum commitment offered by such Additional Term Lender) allocated to fund a it by Barclays and notified to it on or prior to the Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term LoansLoan. (cd) Subject to the terms and conditions set forth herein, The obligation of each New Term Loan Assignee agrees Lender to purchase from one make, provide or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held acquire by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, continuation New Term Loans on the Amendment No. 2 Effective Date is subject to the satisfaction of the conditions set forth in Section IV of this Amendment. (e) The provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses and increased costs shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender’s Existing Term Loans. Notwithstanding the foregoing, and notwithstanding Section 2.9(a) of the Credit Agreement, each Continuing Term Lender hereby waives any break funding payments in respect of such Lender’s Existing Term Loans, whether pursuant to Section 2.19 of the Credit Agreement or otherwise. (iif) each The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by Barclays, including by repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of New Term Loan Assignee, by delivering its signature page to this Amendment, Loans in the same amount. (g) Each Lender with Existing Term Loans that are not continued as Continued Term Loans as contemplated hereby shall be deemed to have acknowledged receipt ofrepaid, and consented to and approvedat par, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2Effective Date with the proceeds from New Term Loans provided by the Additional Term Lenders.

New Term Loans. In accordance with the terms of Section 2.14 of the Credit Agreement, each Incremental Lender hereby agrees that: (a) As of the Effective Date, Schedule 2.01 of the Credit Agreement is amended and supplemented by adding thereto the New Term Loan Commitments hereunder of the Incremental Lenders party hereto as set forth on Schedule 2.01(b) hereto. (b) Each Incremental Lender has a New Term Loan Commitment in the amount set forth opposite such Incremental Lender’s name on Schedule 2.01(b) to this Amendment and agrees to severally make to the US Borrower the New Term Loans on the Effective Date, in an aggregate amount equal to such Incremental Lender’s New Term Loan Commitment hereunder. (c) The New Term Loan Commitments provided for hereunder shall terminate on the Effective Date upon the borrowing of the New Term Loans pursuant to clause (b) above. 24009360 (d) The US Borrower shall give use the Administrative Agent irrevocable notice prior to 11:00 A.M., proceeds of the New York City time, Term Loans (i) to finance in part its acquisition (the case “Acquisition”), through its domestic Subsidiary, Fine Chemical Manufacturing Services LLC, a Delaware limited liability company (the “Newco”), of Eurodollar Loanscertain assets (collectively, three Business Days prior the “Acquired Business”) related to the anticipated Amendment No. 2 Effective Date or Fine Chemistry Services Business of Albemarle Corporation (the “Seller”), pursuant to that Sale, Purchase and Contribution Agreement between the US Borrower, Newco, and the Seller, dated as of February 25, 2021 (the “Acquisition Agreement”), (ii) pay all fees and expenses in connection with the case Acquisition and the incurrence of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (Ciii) in for general corporate purposes. (e) This Amendment constitutes an “Incremental Facility Amendment” with respect to the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths establishment of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available Commitments as “Term Commitments” and the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account as “Incremental Term Loans” thereunder. Each New Term Loan constitutes an “Incremental Term Loan” incurred in accordance with Section 2.14 of the Borrower at Credit Agreement. Pursuant to Section 2.14 of the Funding Office prior to 11:00 A.M.Credit Agreement, from and after the funding of the New York City time, Term Loans on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contraryEffective Date, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing (x) “Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) Loans” and (ii) the Lenders party hereto waive the payment of any breakage loss or expense “Loans” for all purposes under Section 2.21 of the Credit Agreement in connection with and each other Loan Document and (y) “Term B Loans” and “Loans” for all purposes under the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth hereinDebt Allocation Agreement, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Incremental Lender agrees to fund shall be a New (x) “Term Lender” and “Lender” for all purposes under the Credit Agreement and the other Loan in a principal amount equal to its share of Documents and (y) “Term B Lender” and “Lender” for all purposes under the Debt Allocation Agreement, (iii) the New Term Loan Commitment Amount. Each of each Incremental Lender party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on a “Term Commitment” and “Commitment” for all purposes under the Amendment No. 2 Effective Date of Credit Agreement and the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loansother Loan Documents. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior Subject to the anticipated satisfaction (or waiver) of the conditions set forth in Section 2 hereof and in reliance upon the representations and warranties set forth in Section 4 hereof, the New Term Loan Lenders severally, but not jointly, hereby agree to make the New Term Loans to the Borrower on the Third Amendment No. 2 Effective Date or (iias defined below) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of such New Term Loan Lender’s New Term Loan Commitment (as defined below). The New Term Loans being made pursuant to be borrowed, (B) the requested Borrowing Date and (C) this Third Amendment shall constitute Term Loans as defined in the case of Eurodollar LoansCredit Agreement and shall be added to, and thereafter constitute a part of, the respective amounts same Class of each such Type of Loan Term Loans as the Existing Term Loans for all purposes under the Credit Agreement and the respective lengths other Loan Documents (including without limitation ranking pari passu in right of payment and of security with the initial Interest Period thereforExisting Term Loans and maturing on the same date that the Existing Term Loans mature). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of The New Term Loans are intended to be made by such Lender to treated as being fungible with the Administrative Agent Existing Term Loans for U.S. federal income tax purposes and will trade under the account of same CUSIP number as the Borrower Existing Term Loans. The New Term Loans will (x) amortize at the Funding Office prior to 11:00 A.M.same rate of amortization as the Existing Term Loans, New York City time, on the borrowing date requested by the Borrower resulting in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed having a Weighted Average Life to have an initial Interest Period identical to the Interest Period of Maturity not less than the Existing Term Loans outstanding immediately prior and (y) otherwise be on the exact same terms applicable to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (cii) Subject to The Administrative Agent has prepared a schedule attached hereto as Annex I (the terms and conditions set “New Term Loan Commitment Schedule”) which sets forth hereinthe allocated commitments received by it (collectively, the “New Term Loan Commitments”) from the New Term Loan Lenders. The Administrative Agent has notified each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount Lender of the Existing Term Loans held by such its allocated New Term Loan Assignee (or such lesser amount as may be allocated Commitment, and each Lender that holds a New Term Loan Commitment is a signatory to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date);this Third Amendment. (iiii) Each Replacement Lender, by delivering its signature page to this Amendment The Borrower and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page Lender agree that the New Term Loans will be issued at a price equal to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as 99.00% of the Amendment No. 2 Effective Date), each Loan Document aggregate principal amount thereof. (including, without limitation, iv) The Borrower hereby acknowledges that all of the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders New Term Loans are being incurred in reliance on the Amendment No. 2Ratio Amount under Section 2.14 of the Credit Agreement.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all its Existing Term Loans as a Continued Term Loan on the date requested by the Borrower to be the Restatement Date in a principal amount equal to such Continuing Term Lender’s New Term Loan Commitment (as defined below) and (ii) each Additional Term Lender agrees to make a New Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment. For purposes hereof, a Person may become a party to the Credit Agreement as amended and restated hereby and a New Term Lender as of the Restatement Date by executing and delivering to the Administrative Agent, on or prior to the Restatement Date, a Lender Addendum in its capacity as a New Term Lender. The Borrower shall give notice to the Administrative Agent of the proposed Restatement Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each Lender and each Additional Term Lender thereof. (b) Each Additional Term Lender will make its New Term Loan on the Restatement Date by making available to the Administrative Agent, in the manner contemplated by Section 2.02 of the Restated Credit Agreement, an amount equal to its New Term Loan Commitment. The “New Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans outstanding as set forth in the Register immediately prior to giving effect to the Amendment No. 2 Effective Restatement Date (or such lesser amount as may be allocated to such Lender as notified to such Lender it by the Administrative Agent and notified to it on or prior to the Amendment No. 2 Effective Restatement Date) into New ), which shall be continued as an equal amount of Continued Term Loans and (ii) each Fronting of any Additional Term Lender agrees will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to fund a it by the Administrative Agent and notified to it on or prior to the Restatement Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan Loan. The New Term Loans may from time to time be ABR Loans or Eurodollar Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Sections 2.02 and 2.07 of the Restated Credit Agreement. Upon continuation, the Continued Term Loans shall be ABR Loans or Eurodollar Loans with Interest Periods as determined by the Borrower, and the Lenders having Existing Term Loans or Term Loans that are prepaid or continued in a principal amount equal to its share connection with the making of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender Loans shall be entitled to receive payment on the Amendment No. 2 Effective Date benefits of Section 2.16 of the unpaid fees and interest accrued to such date Credit Agreement with respect to all of its Existing Term Loansthereto. (c) Subject to the terms and conditions set forth herein, The obligation of each New Term Loan Assignee agrees Lender to purchase from one make or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held acquire by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, continuation New Term Loans on the Amendment No. 2 Effective Restatement Date is subject to the satisfaction of the conditions set forth in Section 4 of this Restatement Agreement. (d) On and (ii) after the Restatement Date, each reference in the Restated Credit Agreement to “Term Loans” shall be deemed a reference to the New Term Loan AssigneeLoans contemplated hereby, by delivering its signature page except as the context may otherwise require. (e) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Joint Lead Arrangers, any Lender with Existing Term Loans which are replaced as contemplated hereby shall, automatically upon receipt of the amount necessary to this Amendmentpurchase such Lender’s Existing Term Loans so replaced, shall at par, and pay all accrued interest thereon, be deemed to have acknowledged receipt ofassigned such Loans pursuant to a form of Assignment and Assumption and, and consented to and approvedaccordingly, this Amendment (such consent and approval effective as of no other action by the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory toLenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders on hereby agree to waive the Amendment No. 2notice requirements of Sections 2.08(c) and 2.10 of the Credit Agreement in connection with the prepayment of Term Loans and the prepayment or replacement of Existing Term Loans contemplated hereby.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each Tranche A Term Lender agrees to make a Tranche A Term Loan on the Effective Date to the Borrower in a principal amount equal to its New Term Loan Assignee Commitment and (ii) each New Tranche B Term Lender agrees to purchase from one or more Fronting Lenders, make a Tranche B Term Loan on or immediately after the Amendment No. 2 Effective Date, pursuant Date to one or more Assignment and Assumptions, New Term Loans the Borrower in a maximum principal amount equal the principal amount of the Existing Term Loans held by such to its New Term Loan Assignee Commitment. The “New Term Loan Commitment” (i) of any New Tranche B Term Lender will be such amount of Tranche B Term Loans set forth on such Lender’s Lender Addendum or such lesser amount as may be allocated to such Lender as notified to such Lender it by the Administrative Agent and notified to it prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) of any Tranche A Term Lender will be such amount of Tranche A Term Loans set forth on such Lender’s Lender Addendum or such lesser amount allocated to it by the Administrative Agent and notified to it prior to the Effective Date. (b) For purposes hereof, a Person may become a party to the Credit Agreement as amended hereby and a New Tranche B Term Lender or a Tranche A Term Lender, as the case may be, as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum in its capacity as a Tranche A Term Lender or a New Tranche B Term Lender. The Borrower shall give notice to the Administrative Agent of the proposed Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each Existing Term Loan Lender, each New Tranche B Term Lender and each Tranche A Term Lender thereof. (c) Each Tranche A Term Lender will make its Tranche A Term Loan on the Effective Date and each New Tranche B Term Lender will make its Tranche B Term Loan on the Effective Date, by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Credit Agreement (as amended hereby), an amount equal to such Lender’s New Term Loan AssigneeCommitment. The commitments of the Tranche A Term Lenders and the New Tranche B Term Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make its New Term Loan. The New Term Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by delivering its signature page the Borrower and notified to the Administrative Agent as contemplated by Sections 2.2 and 4.3 of the Credit Agreement. The Lenders having Existing Term Loans that are prepaid in connection with the making of the New Term Loans shall be entitled to the benefits of Section 4.11 of the Credit Agreement with respect thereto. (d) The obligation of each Tranche A Term Lender and New Tranche B Term Lender to make New Term Loans on the Effective Date is subject to the satisfaction of the conditions set forth in Section 11 of this Amendment. (e) On and after the Effective Date, each reference in the Credit Agreement to “Term Loans” shall be deemed a reference to have acknowledged receipt the New Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent set forth in Section 12 of this Amendment) shall continue in full force and effect with respect to, and for the benefit of, and consented to and approved, this Amendment (each Existing Term Loan Lender in respect of such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2Lender’s Existing Term Loans.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions of this Amendment and the Original Credit Agreement, each Refinancing Term Loan Lender party to this Amendment severally agrees to make the new Term Loans (the “New Term Loans”; the Lenders making such New Term Loans, the “Refinancing Term Loan Lenders”) to the Borrower on the Third Amendment Effective Date in the principal amount set forth hereinopposite such Refinancing Term Loan Lender’s name in Schedule A annexed hereto (the “New Term Loan Commitments”) and the Borrower will borrow the New Term Loans, on the proceeds of which will be used to (A) repay in full all Term Loans outstanding prior to the Third Amendment No. 2 Effective Date ( prior to the effectiveness of the Amendment) (such outstanding Term Loans, the “Original Term Loans”), together with accrued and unpaid interest thereon (the “Term Loan Repayment Amount”), (B) pay fees and expenses related to the transactions contemplated by this Amendment and the Credit Agreement, (C) after giving effect to, or concurrently with, the Refinancing, at the Borrower’s option, repay all or a portion of any amounts outstanding for borrowed money of the Borrower and its Subsidiaries under the ABL Credit Agreement and (D) after giving effect to, or concurrently with, the Refinancing, for working capital and general corporate purposes. The transactions described in clauses (A) and (B) above are referred to, collectively, as the “Refinancing”. Amounts repaid in respect of the New Term Loans may not be reborrowed. The New Term Loan Commitments will terminate in full upon the making of the New Term Loans referred to herein. (ii) This Amendment shall constitute (i) each Continuing Lender agrees to convert all the notice of its Existing prepayment of Term Loans outstanding immediately prior required pursuant to Section 2.11(a)(i) of the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans Original Credit Agreement and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share Refinancing Amendment for purposes of Section 9.02(c) of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term LoansOriginal Credit Agreement. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee Lender agrees to purchase from one or more Fronting Lenders, make a New Term Loan to the Borrower on or immediately after the Amendment NoNew Term Loan Borrowing Date in a principal amount equal to its New Term Loan Commitment. 2 Effective Date, pursuant to one or more Assignment and Assumptions, The New Term Loans shall be made in accordance with the procedures set forth In Sections 2.02 and 2.03 of the Credit Agreement, except that the Interest Periods applicable thereto shall be the same as the remaining portions of the Interest Periods then applicable to the other Term Loans and the Eurodollar Rates applicable for such Interest Periods shall likewise be the same as those applicable to the other Term Loans. After the borrowing of the New Term Loans, the New Term Loans shall be Term Loans for all purposes of the Credit Agreement without any distinction between them and the original Term Loans (except that the interest payable on the New Term Loans at the end of the first Interest Periods applicable thereto shall only reflect accruals from the New Term Loan Borrowing Date), and the New Term Loan Lenders shall be Term Lenders. (b) Upon the borrowing of the New Term Loans, the amount in the amortization schedule in Section 2.10 shall be updated by the Borrower by delivery to the Administrative Agent of a maximum principal new schedule on or prior to September 20, 2011, and such schedule shall specify that each installment due during the period from and including September 30, 2011 to and including December 31, 2015 shall be equal (subject to appropriate rounding) to $643,750 plus an amount equal which is the same proportion of the aggregate principal amount of the Existing New Term Loans held by as of September 30, 2011 (including any such principal attributable to PIK Interest then due or accrued thereon) as $643,750 is to the aggregate principal amount of the original Term Loans on September 30, 2011 (including any such principal attributable to PIK Interest previously added thereto and then due or accrued thereon) and the amount in such amortization schedule for the last installment (due on the Term Loan Maturity Date) shall be revised to provide that the remaining principal amount of the Term Loans shall then be due. (c) The proceeds of the New Term Loan Assignee (or such lesser amount as may Loans shall be allocated to such Lender as notified to such Lender by used only for the Administrative Agent prior to the Amendment No. 2 Effective Date); payment of (i) Each Replacement Lenderconsideration for the Acquisition, by delivering its signature page to this Amendment (ii) fees and funding, or converting its Existing Term Loans into, expenses incurred in connection with the foregoing and with the New Term Loans on the Amendment No. 2 Effective Date and (iiiii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as for working capital purposes of the Amendment No. 2 Effective Date), each Loan Document Borrower and its Subsidiaries. (including, without limitation, d) The Credit Agreement is hereby deemed amended as necessary to reflect the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. provisions of this Section 2.

New Term Loans. (a) The Borrower shall give Subject to the Administrative Agent irrevocable notice prior to 11:00 A.M.terms and conditions set forth herein, New York City time, each Continuing Term Lender (i) in severally agrees to continue all (or such lesser amount as the case Lead Arranger may allocate) of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of its Existing Term Loans as New Term Loans in a principal amount equal to be borrowed, the principal amount of its Existing Term Loans (B) or such lesser amount as the requested Borrowing Date and (C) in Lead Arranger may allocate; any such principal amount of Existing Term Loans not allocated by the case of Eurodollar Lead Arranger to continue as New Term Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the “Non-Allocated Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013Loans”) and (ii) shall be deemed for the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 purpose of the Amended Credit Agreement to have made a New Term Loan in connection with an aggregate principal amount equal to the repayment aggregate principal amount of the its Existing Term Loans minus the principal amount of its Non-Allocated Existing Term Loans (if any) on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, each Additional Term Lender severally agrees to make a New Term Loan to the U.S. Opco Borrower on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees in a principal amount equal to convert all of its Existing Additional Term Loans outstanding immediately prior Commitment, which amount shall be made available to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to in immediately available funds in accordance with the Amended Credit Agreement. The “Additional Term Commitment” of any Additional Term Lender will be the amount set forth opposite such Additional Term Lender’s name on Schedule 1 hereto. On the Amendment No. 2 Effective Date, the proceeds of the Additional Term Loans shall be applied to prepay (A) into the Existing Term Loans of the Non-Continuing Term Lenders and (B) the Non-Allocated Existing Term Loans of the Continuing Term Lenders and to pay related fees and expenses. (c) The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent (in consultation with the U.S. Opco Borrower), including by repayment of Continued Term Loans of a Continuing Term Lender from the proceeds of Additional Term Loans followed by a subsequent assignment to it of New Term Loans and in the same amount. (iid) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on On the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of Date, (i) each Non-Continuing Term Lender shall have its Existing Term LoansLoans prepaid in full, and the U.S. Opco Borrower shall pay to each Non-Continuing Term Lender all accrued interest thereon and all other amounts payable pursuant to Section 2.05(i) of the Credit Agreement and (ii) each Continuing Lender with Non-Allocated Existing Term Loans shall have its Non-Allocated Existing Term Loans prepaid in full, and the U.S. Opco Borrower shall pay to each such Continuing Term Lender all accrued interest thereon and all other amounts payable pursuant to Section 2.05(i) of the Credit Agreement. (ce) Subject to For the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lendersavoidance of doubt, on or immediately and after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, (i) the New Term Loans in shall constitute a maximum principal amount equal the principal amount single Class of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by under the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date Credit Agreement; and (ii) each the New Term Loan Assignee, by delivering its signature page to this Amendment, Lenders shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as constitute a single Class of Term Lenders under the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Credit Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2.

New Term Loans. (a) Subject to the terms and conditions set forth herein, each Person executing this Amendment either as “New Term Lender” or as an existing Term Loan Lender electing a Cashless Roll Option on its signature page hereto (each a “New Term Loan Lender”) agrees, severally and not jointly, to make New Term Loans to the Borrower on the Amendment No. 5 Effective Date in an amount specified on such signature page, in the case of a New Term Lender, or, in the case of an existing Term Loan Lender electing a Cashless Roll Option, as set forth in such Cashless Roll Option. Such New Term Loans shall be made in the manner contemplated by paragraph (b) or (c) of this Section. (b) Each New Term Loan Lender shall make New Term Loans on the Amendment No. 5 Effective Date by either (i) exchanging its Existing Term Loans, for New Term Loans in an equal principal amount (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 5 Effective Date) or (ii) making its New Term Loans in accordance with Section 1(c) below. Any portion of an Existing Term Loan exchanged for a New Term Loan as contemplated hereby is referred to herein as an “Exchanged Term Loan”. Each New Term Loan Lender that holds Existing Term Loans may elect to make its New Term Loans in the manner set forth in clause (i) of this Section by electing the “Cashless Roll Option” on its signature page hereto. (c) The Borrower shall give the Administrative Agent irrevocable notice prior to (i) 11:00 A.M., New York City time, (i) one Business Day prior to the anticipated Amendment No. 5 Effective Date in the case of Eurodollar LoansBase Rate Loans and (ii) 12:00 noon, New York City time, three Business Days prior to the anticipated Amendment No. 2 5 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, ) requesting that the respective amounts of each such Type of Loan New Term Lenders make the New Term Loans on the requested funding date and specifying the respective lengths of the initial Interest Period thereforamount to be borrowed. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan AssigneeLender thereof. Each Fronting Not later than 12:00 noon, New York City time, on such requested funding date each applicable New Term Loan Lender will (other than a Lender that is exchanging its Existing Term Loans by electing the Cashless Roll Option) shall make available to the Administrative Agent at the Funding Office an amount of in immediately available funds equal to the New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative AgentLender. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 5 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing existing applicable Term Loans outstanding immediately as of the date hereof prior to the effectiveness of this Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 5 Effective Date. (bd) Subject The Required Lenders and the Administrative Agent waive the requirement for delivery of a notice of prepayment pursuant to Section 2.11(a) of the terms and conditions set forth herein, on Credit Agreement. (e) On the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 5 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share , the Borrower shall apply the cash proceeds of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date Loans as set forth in Recital (3) of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loansthis Amendment. (cf) Subject to For the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lendersavoidance of doubt, on or immediately and after the Amendment No. 2 5 Effective Date, pursuant each reference in the Credit Agreement to one or more Assignment and Assumptions“Term Loans” shall, except as the context may otherwise require, be deemed to be a reference to the New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2contemplated hereby.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee Lender severally agrees to purchase from one or more Fronting Lenders, make New Term Loans to the Incremental Borrowers on or immediately after the Amendment No. 2 Effective DateDate in an aggregate principal amount equal to its New Term Commitment, which shall be advanced to the Designated US Borrower and shall be applied in accordance with the instructions included in the funds flow memorandum attached to the Borrowing Request delivered pursuant to one or more Assignment and AssumptionsSection 5(h) hereto. The “New Term Commitment” of any New Term Lender will be the amount set forth opposite such New Term Lender’s name on Schedule 1 hereto. Once borrowed, New Term Loans in a maximum principal amount equal the principal amount of the Existing paid or prepaid may not be reborrowed. (b) The New Term Loans held by such New shall comprise a single Class with the Initial Term Loan Assignee (or such lesser amount Loans, and accordingly, shall have identical terms as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page Initial Term Loans after giving effect to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, with respect to the Intercreditor AgreementApplicable Margin, Term Loan Maturity Date, scheduled amortization and terms of prepayment), and shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents. The Incremental Borrowers shall use the proceeds of the New Term Loans as set forth in Section 4.19 of the Credit Agreement (as amended hereby). (c) On the Amendment Effective Date, each New Term Lender party hereto irrevocably consents to this Amendment and all modifications to the Credit Agreement contemplated hereby. (d) Upon the occurrence of the Amendment Effective Date, each New Term Lender shall have the rights and obligations of a Lender under the Credit Agreement and under any other applicable Loan Documents. (e) Holdings, each Incremental Borrower and each other document required Loan Party acknowledges and agrees that (i) the New Term Loans shall constitute Obligations and have all the benefits thereof and the Incremental Borrowers shall be liable for all Obligations with respect to all New Term Loans made to the Incremental Borrowers pursuant to the Credit Agreement as amended by this Amendment and (ii) all such Obligations shall constitute Guaranteed Obligations and shall be delivered to, or be approved secured by or satisfactory to, the Liens granted to the Administrative Agent or for the Lenders benefit of the Secured Parties (including the New Term Lenders) and entitled to the benefits of the Collateral Documents and the Guarantee. (f) The parties hereto agree that for purposes of the calculation of the all-in yield of the New Term Loans pursuant to Section 2.25(a)(vii) of the Credit Agreement, the New Term Loans and the Initial Term Loans shall be deemed to have an identical all-in yield, which all-in yield shall equal the all-in yield of the Initial Term Loans funded on the Amendment No. 2Closing Date, notwithstanding any difference in the amount of original issue discount or upfront fees applicable to the New Term Loans, on the one hand, and the Initial Term Loans, on the other.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) i. Subject to the terms and conditions of this Amendment and the Original Credit Agreement, each Refinancing Term Loan Lender party to this Amendment severally agrees to make the new Term Loans (the “New Term Loans”; the Lenders making such New Term Loans, the “Refinancing Term Loan Lenders”) to the Borrower on the Third Amendment Effective Date in the principal amount set forth hereinopposite such Refinancing Term Loan Lender’s name in Schedule A annexed hereto (the “New Term Loan Commitments”) and the Borrower will borrow the New Term Loans, on the proceeds of which will be used to (A) repay in full all Term Loans outstanding prior to the Third Amendment No. 2 Effective Date ( prior to the effectiveness of the Amendment) (such outstanding Term Loans, the “Original Term Loans”), together with accrued and unpaid interest thereon (the “Term Loan Repayment Amount”), (B) pay fees and expenses related to the transactions contemplated by this Amendment and the Credit Agreement, (C) after giving effect to, or concurrently with, the Refinancing, at the Borrower’s option, repay all or a portion of any amounts outstanding for borrowed money of the Borrower and its Subsidiaries under the ABL Credit Agreement and (D) after giving effect to, or concurrently with, the Refinancing, for working capital and general corporate purposes. The transactions described in clauses (A) and (B) above are referred to, collectively, as the “Refinancing”. Amounts repaid in respect of the New Term Loans may not be reborrowed. The New Term Loan Commitments will terminate in full upon the making of the New Term Loans referred to herein. ii. This Amendment shall constitute (i) each Continuing Lender agrees to convert all the notice of its Existing prepayment of Term Loans outstanding immediately prior required pursuant to Section 2.11(a)(i) of the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans Original Credit Agreement and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share Refinancing Amendment for purposes of Section 9.02(c) of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term LoansOriginal Credit Agreement. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 3 Effective Date) into , each New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal not to its share exceed such New Term Lender’s New Term Commitment as set forth on the Refinancing Term Loan Allocation Schedule. (b) The aggregate principal amount of the New Term Loan Commitment AmountLoans shall be $350,000,000. (c) The New Term Loans will be used to refinance the Original Term Loans and, together with cash on hand, pay fees and expenses related to the Amendment. (d) The final maturity date of the New Term Loans shall be March 24, 2024 and the New Term Loans shall not be subject to amortization before such date. (e) The Applicable Rate for the New Term Loans shall be 2.00% per annum for Eurodollar Rate Loans and 1.00% per annum for Base Rate Loans. (f) If the Borrower (A) makes a voluntary prepayment of any New Term Loans pursuant to Section 2.05(a) of the Amended Credit Agreement in connection with a Repricing Transaction, (B) makes a prepayment of any New Term Loans pursuant to Section 2.05(b)(iii)(A) of the Amended Credit Agreement in connection with a Repricing Transaction, or (C) replaces a Lender pursuant to Section 3.07(a) of the Amended Credit Agreement for failing to consent to any departure, waiver, amendment or modification constituting a Repricing Transaction, in each case prior to the six month anniversary of the Amendment No. 3 Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable New Term Lenders, a prepayment premium in an amount equal to 1.0% of the principal amount prepaid (or, in the case of clause (C) above, an amount equal to 1.0% of the principal amount of New Term Loans repaid or required to be assigned in connection with such replacement). (g) Subject to the terms and conditions set forth herein, on the Amendment No. 3 Effective Date, each Continuing Term Lender agrees to convert all (or such lesser amount as the Amendment No. 3 Arrangers may allocate) of its Original Term Loans into Converted Term Loans. Without limiting the generality of the foregoing, each Continuing Term Lender shall have a commitment to acquire New Term Loans in the amount of Original Term Loans then held by such Continuing Term Lender. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversionconversion, each such Continuing Term Lender shall be entitled to receive payment on the Amendment No. 2 3 Effective Date of the unpaid fees (if any) and interest accrued to such date with respect to all of its Existing Original Term Loans. (ch) Subject to the terms and conditions set forth herein, each Each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, funding (or converting its Existing Original Term Loans into, ) New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 23 Effective

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Renewing Lender agrees to convert all of make a New Term Loan to the Borrower on the Amendment Effective Date by exchanging its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into for New Term Loans in an equal principal amount and (ii) each Fronting Additional Term Lender agrees to fund a make New Term Loan Loans to the Borrower on the Amendment Effective Date in a principal amount equal to such New Term Lender’s Term Loan Commitment set forth on its share signature page to this Amendment. The commitments of the New Term Loan Commitment Amount. Each party hereto acknowledges Lenders are several and agrees that notwithstanding any such no New Term Loan Conversion, each such Continuing Lender shall be entitled responsible for any other New Term Lender’s failure to receive payment make New Term Loans. (b) The obligations of each New Term Lender to make New Term Loans on the Amendment No. 2 Effective Date is subject to the satisfaction of the unpaid fees following conditions: (i) The conditions set forth in Section 4.02 of the Credit Agreement shall be satisfied on and interest accrued as of the Amendment Effective Date, and the New Term Lenders shall have received a certificate of a Financial Officer, dated the Amendment Effective Date, to such date with respect effect. (ii) The Administrative Agent shall have received a favorable legal opinion of each of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the Borrower, and (ii) Xxxxxx Sari, General Counsel of the Borrower, in each case addressed to the Administrative Agent and the New Term Lenders and dated the Amendment Effective Date, in substantially the forms of Exhibits K-1 and K-2 to the Credit Agreement, modified, however, to address the New Term Loans, this Amendment, the Credit Agreement as amended and restated hereby, and otherwise reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Amendment, the other Senior Loan Documents and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent. (iv) To the extent deemed necessary or appropriate by the Administrative Agent, each Senior Collateral Document shall have been amended to provide the benefits thereof to the New Term Loans and the obligations of its the Loan Parties in connection therewith on the same basis as such benefits are provided to the Existing Term Loans. (v) Each Loan Party that has not executed and delivered this Amendment shall have entered into a written instrument reasonably satisfactory to the Administrative Agent pursuant to which it confirms that it consents to this Amendment and that the Senior Collateral Documents to which it is party will continue to apply in respect of the Credit Agreement, as amended and restated hereby, and the Senior Obligations thereunder. (vi) The conditions to effectiveness of this Amendment set forth in Section 4 hereof shall have been satisfied. (c) Subject to the terms and conditions set forth herein, each All New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, Borrowings made on or immediately after the Amendment No. 2 Effective Date, pursuant Date shall have initial Interest Periods ending on the same dates as the Interest Periods applicable to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by Loan Borrowings being refinanced with such New Term Loan Assignee (or such lesser amount as may be allocated Borrowings, and the Adjusted LIBO Rates applicable to such Lender New Term Loan Borrowings during such initial Interest Periods shall be the same as notified to such Lender by the Administrative Agent prior those applicable to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loan Borrowings being refinanced. For purposes of the foregoing, such Interest Periods shall be assigned to the Additional Term Loans into, New of each Additional Term Lender in the same proportion that such Interest Periods applied to the Existing Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document . The Borrower will not be required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the make any payments to Renewing Lenders on the Amendment No. 2under

New Term Loans. (a) The Borrower shall give Subject to the Administrative Agent irrevocable notice prior to 11:00 A.M.terms and ----------------- conditions set forth herein, New York City timeas of the First Amendment Effective Date, (i) in the case each Continuing Lender agrees to exchange its Existing Term Loans for New Term Loans of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or like outstanding principal amount and (ii) in the case of ABR Loans, one Business Day prior each Additional Lender agrees to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of make New Term Loans to be borrowed, (B) the requested Borrowing Date Borrower and (C) PR Borrower in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available equal to the amount of New Term Loans such Person commits to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, make on the borrowing date requested by First Amendment Effective Date as set forth on the Borrower in funds immediately available signature page to the Administrative Agentthis Amendment. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of the New Term Loans funded to be outstanding on the First Amendment No. 2 Effective Date may, at shall not exceed the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period aggregate principal amount of the Existing Term Loans outstanding immediately prior to the First Amendment NoEffective Date. 2 Effective Date (which Interest Period For purposes hereof, a Person shall end on the last Business Day of June, 2013) become an Additional Lender and (ii) the Lenders a party hereto waive the payment of any breakage loss or expense under Section 2.21 of to the Credit Agreement in connection with by executing and delivering to the repayment Administrative Agent, on or prior to the First Amendment Effective Date, a signature page to this Amendment setting forth the amount of the Existing New Term Loans such Person commits to make on the First Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled deemed to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of have acquired its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the First Amendment No. 2 Effective Date and (ii) each in exchange for its Existing Term Loans. Each Additional Lender shall fund the proceeds of its New Term Loan Assignee, by delivering its signature page Loans to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the First Amendment NoEffective Date, in the manner contemplated by the Credit Agreement (including Section 2.02 thereof). 2Borrower and PR Borrower hereby irrevocably direct the Administrative Agent pursuant to Section 2.09 of the Credit Agreement to apply all proceeds of the New Term Loans received hereunder promptly upon the receipt thereof to prepay the outstanding Existing Term Loans of

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all (or such lesser amount as notified to such Lender by Barclays prior to the Effective Date) of its Existing Term Loans outstanding immediately as a New Term Loan on the date requested by the Borrower to be the Effective Date in a principal amount equal to such Continuing Term Lender’s New Term Loan Commitment (as defined below), (ii) each Additional Term Lender agrees to make a New Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment and (iii) each Continuing Term Lender and Additional Term Lender agrees to this Amendment and the terms of the Amended Credit Agreement. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and an Additional Term Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Amendment NoEffective Date, an Additional Term Lender Addendum in its capacity as an Additional Term Lender. 2 The Borrower shall give notice to the Administrative Agent of the proposed Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each New Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by Barclays. (c) Each Additional Term Lender will make its New Term Loan on the Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Amended Credit Agreement, an amount equal to its New Term Loan Commitment. The “New Term Loan Commitment” of (i) any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent Barclays prior to the Amendment No. 2 Effective Date) into ), which shall be continued as an equal principal amount of New Term Loans Loans, and (ii) each Fronting any Additional Term Lender agrees will be such amount (not in excess of the maximum commitment offered by such Additional Term Lender) allocated to fund a it by Barclays and notified to it on or prior to the Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term LoansLoan. (cd) Subject to the terms and conditions set forth herein, The obligation of each New Term Loan Assignee agrees Lender to purchase from one make, provide or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held acquire by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, continuation New Term Loans on the Amendment No. 2 Effective Date is subject to the satisfaction of the conditions set forth in Section III of this Amendment. (e) The provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses and increased costs shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender’s Existing Term Loans. Notwithstanding the foregoing, and notwithstanding Section 2.9(a) of the Credit Agreement, each Continuing Term Lender hereby waives any break funding payments in respect of such Lender’s Existing Term Loans, whether pursuant to Section 2.19 of the Credit Agreement or otherwise. (iif) each The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by Barclays, including by repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of New Term Loan Assignee, by delivering its signature page to this Amendment, Loans in the same amount. (g) Each Lender with Existing Term Loans that are not continued as Continued Term Loans as contemplated hereby shall be deemed to have acknowledged receipt ofrepaid, and consented to and approvedat par, this Amendment (such consent and approval effective as on the Effective Date with the proceeds from New Term Loans provided by the Additional Term Lenders. For purposes of the Amendment No. 2 repayment on the Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory toDate of any Existing Term Loans that are not continued as Continued Term Loans, the Administrative Agent or and the Continuing Term Lenders on hereby waive the Amendment No. 2notice requirements set forth in Section 2.9(a) of the Credit Agreement of at least three Business Days, in the case of Eurodollar Loans, and at least one Business Day, in the case of Base Rate Loans.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior Subject to the anticipated Amendment No. 2 Effective Date or (ii) in terms and conditions set forth herein, as of the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (Ai)(A) the aggregate each Continuing Term B-1 Lender agrees to exchange its Existing Term B-1 Loans for New Term B-1 Loans of like outstanding principal amount and Type of New Term Loans to be borrowed, (B) each Additional Term B-1 Lender agrees to make New Term B-1 Loans to the requested Borrowing Borrower on the Amendment No. 2 Effective Date in the amount set forth next to such Additional Term B-1 Lender’s name on Schedule I attached hereto, and (Cii)(A) each Continuing Term B-2 Lender agrees to exchange its Existing Term B-2 Loans for New Term B-2 Loans of like outstanding principal amount and (B) each Additional Term B-2 Lender agrees to make New Term B-2 Loans to the European Borrower on the Amendment No. 2 Effective Date in the case of Eurodollar Loans, the respective amounts of each amount set forth next to such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Additional Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, B-2 Lender’s name on the borrowing date requested by the Borrower in funds immediately available to the Administrative AgentSchedule II attached hereto. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount of the New Term B-1 Loans funded to be outstanding on the Amendment No. 2 Effective Date may, at shall not exceed the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period aggregate principal amount of the Existing Term B-1 Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 aggregate principal amount of the Credit Agreement in connection with the repayment of the Existing New Term B-2 Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, be outstanding on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all shall not exceed the aggregate principal amount of its the Existing Term B-2 Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated Date. For purposes hereof, a person shall become an Additional Lender and a party to such Lender as notified the Credit Agreement by executing and delivering to such Lender by the Administrative Agent Agent, on or prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund , a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, setting forth the amount of New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page such Person commits to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders make on the Amendment No. 2

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to and upon the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Consenting Term Lender severally agrees to convert (the “Term Loan Conversion”), on the First Amendment Effective Date, all of its Existing Term Loans of such Consenting Term Lender outstanding on the First Amendment Effective Date (immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender giving effect thereto) into new term loans hereunder owing by the Administrative Agent prior to Borrower (each such term loan, a “Converted Term Loan” and, collectively, the Amendment No. 2 Effective Date“Converted Term Loans”) into New Term Loans and (ii) each Fronting Lender agrees to fund with a New Term Loan Commitment severally agrees to make, on the First Amendment Effective Date, a term loan or term loans (each, an “Additional New Term Loan” and, collectively, the “Additional New Term Loans”, and, together with the Converted Term Loans, the “New Term Loans”) to the Borrower, which New Term Loans: (i) shall be denominated in a U.S. Dollars; (ii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or Eurodollar Loans, provided that (x) except as otherwise specifically provided in Section 1.10(b), all New Term Loans made as part of the same Borrowing shall at all times consist of New Term Loans of the same Type and (y) Borrowings of New Term Loans on the First Amendment Effective Date shall be subject to the rules set forth in clause (B) of this Section 1.01(e) below; and (iii) shall not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount equal of the Term Loans, if any, made by such Lender and outstanding on the First Amendment Effective Date (immediately prior to its share of giving effect thereto) as set forth on Schedule I hereto under the heading “Converted Term Loans” and (y) the New Term Loan Commitment Amountof such Lender (if any) as in effect on the First Amendment Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(f)). Once repaid, New Term Loans may not be reborrowed. (B) (i) Each party hereto acknowledges Borrowing of Term Loans existing on the First Amendment Effective Date immediately prior to the Term Loan Conversion and agrees that notwithstanding any such maintained as Eurodollar Loans (each, an “Existing Term Loan Borrowing”) shall, upon the occurrence of the Term Loan Conversion, be deemed to be a new Borrowing of New Term Loans for all purposes of this Agreement, (ii) each such Continuing newly-deemed Borrowing of New Term Loans shall be subject to the same Interest Period (and Eurodollar Rate) as the Existing Term Loan Borrowing to which it relates (as if no new Borrowing had in fact occurred), (iii) Additional New Term Loans shall be initially incurred pursuant to a single Borrowing of Eurodollar Loans which shall be added to (and thereafter be deemed to constitute a part of) each such newly-deemed Borrowing of New Term Loans described in preceding subclause (i) on a pro rata basis (based on the relative sizes of the various such newly-deemed Borrowings of New Term Loans) and (iv) in connection with the Term Loan Conversion and the incurrence of Additional New Term Loans pursuant to Section 1.01(e)(A), the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding New Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional New Term Loans pursuant to Section l.01(e)(A)) participate in each newly-deemed Borrowing of New Term Loans on a pro rata basis (based upon their respective New Term Loan Borrowing Amounts as in effect on the First Amendment Effective Date). (C) In connection with the Term Loan Conversion and the incurrence of Additional New Term Loans pursuant to Section 1.01(e)(A), the Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) if requested by any Lender making Additional New Term Loans which “match funds”, the Borrower shall pay to such Lender such amounts necessary, as reasonably determined by such Lender, to compensate such Lender for making such Additional New Term Loans in the middle of an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon the rates then applicable thereto) and (ii) the Borrower shall be obligated to pay to the respective Lenders breakage or other costs of the type referred to in Section 1.11 (if any) incurred in connection with the Term Loan Conversion and/or the actions taken pursuant to preceding clause (B) of this Section 1.01(e). (D) On and after the First Amendment Effective Date, each Consenting Term Lender which holds a Term Note shall be entitled to receive payment on surrender such Term Note to the Borrower against delivery of a New Term Note completed in conformity with Section 1.05; provided that if any such Term Note is not so surrendered, then from and after the First Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, Note shall be deemed to evidence the Converted Term Loans into which the Term Loans theretofore evidenced by such Term Note have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2been converted.”

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective DateCredit-Linked Deposits. (ba) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Renewing Term Lender agrees to convert all of its Existing make New Tranche B Term Loans outstanding immediately prior and/or New Tranche C Term Loans, as the case may be, to the Borrower on the Amendment No. 2 Effective Date (or in amounts equal to its New Term Loan Commitment for such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into tranche of New Term Loans and (ii) each Fronting Additional Term Lender agrees to fund a make New Tranche B Term Loans and/or New Tranche C Term Loans to the Borrower on the Amendment Effective Date in amounts equal to its New Term Loan Commitment for such tranche of New Term Loans. Such New Term Loans shall be made in the manner contemplated by paragraph (b) of this Section. For purposes hereof, a Person shall become an Additional Term Lender and a party to the Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Amendment Effective Date, either (x) a signature page to this Amendment setting forth the amounts of New Term Loans of each applicable tranche that such Person commits to make on the Amendment Effective Date or (y) a written instrument in form satisfactory to the Agent and the Borrower (a “Joinder Agreement”), pursuant to which such Person (i) commits to make New Term Loans on the Amendment Effective Date in the amounts set forth with respect to each applicable tranche of New Term Loans in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Term Lender and to be bound by the provisions of the Credit Agreement from and after the Amendment Effective Date. The “New Term Loan Commitment” for any tranche of New Term Loans (i) of any Renewing Term Lender will be such amount (not in excess of the amount of its Existing Term Loans of the corresponding tranche) as is determined by J.X. Xxxxxx Securities Inc. (“JPMorgan”) and notified to such Lender prior to the Amendment Effective Date and (ii) of any Additional Term Lender will be the amount of such commitment set forth in its signature page hereto or in its Joinder Agreement, as applicable, or such lesser amount as is allocated to it by the Borrower and JPMorgan and notified to it prior to the Amendment Effective Date. The commitments of the Renewing Term Lenders and the Additional Term Lenders are several and no such Lender will be responsible for any other Lender’s failure to make New Term Loans. (b) Each Renewing Term Lender and each Additional Term Lender will make New Term Loans on the Amendment Effective Date by (i) exchanging its Existing Tranche B Term Loans or Existing Tranche C Term Loans, if any, for New Tranche B Term Loans or New Tranche C Term Loans, as the case may be, in an equal principal amount equal (to its share the extent the amounts of such Existing Term Loans, if any, of the relevant tranche do not exceed the New Term Loan Commitment Amountof such Lender with respect to the corresponding tranche of New Term Loans) and (ii) transferring to the Administrative Agent, in the manner contemplated by Section 2.06 of the Credit Agreement, an amount equal to the excess, if any, of its New Term Loan Commitment for the relevant tranche over the principal amount of Existing Term Loans of the corresponding tranche exchanged pursuant to clause (i) above. Any portion of an Existing Term Loan exchanged for a New Term Loan as contemplated hereby is referred to herein as an “Exchanged Loan”. Each party hereto acknowledges and agrees Additional Term Lender will make its New Term Loans that notwithstanding any cannot be made pursuant to an exchange for Exchanged Loans of such Term Loan Conversion, each such Continuing Lender shall be entitled by transferring the amount thereof to receive payment the Administrative Agent on the Amendment No. 2 Effective Date in the manner contemplated by Section 2.06 of the unpaid fees and interest accrued to such date with respect to all of its Existing Term LoansCredit Agreement. (c) Subject to the terms and conditions set forth herein, each Renewing Tranche A Lender and each Additional Tranche A Lender agrees to fund a New Tranche A Credit-Linked Deposit on the Amendment Effective Date in an amount equal to its New Tranche A Credit-Linked Deposit Commitment. Such New Tranche A Credit-Linked Deposits shall be made in the manner contemplated by paragraph (d) of this Section. For purposes hereof, a Person shall become an Additional Tranche A Lender and a party to the Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Amendment Effective Date, either (x) a signature page to this Amendment setting forth the amount of the New Tranche A Credit-Linked Deposit that such Person commits to fund on the Amendment Effective Date or (y) a Joinder Agreement pursuant to which such Person (i) commits to fund a New Tranche A Credit-Linked Deposit on the Amendment Effective Date in the amount set forth therein and (ii) agrees to become party to the Credit Agreement as a Tranche A Lender and to be bound by the provisions of the Credit Agreement from and after the Amendment Effective Date. The “New Tranche A Credit-Linked Deposit Commitment” (i) of any Renewing Tranche A Lender will be such amount (not in excess of the amount of its Existing Tranche A Credit-Linked Deposit) as is determined by JPMorgan and notified to such Lender prior to the Amendment Effective Date and (ii) of any Additional Tranche A Lender will be the amount of such commitment set forth in its signature page hereto or in its Joinder Agreement, as applicable, or such lesser amount as is allocated to it by the Borrower and JPMorgan and notified to it prior to the Amendment Effective Date. The commitments of the Renewing Tranche A Lenders and the Additional Tranche A Lenders are several and no such Lender will be responsible for any other Lender’s failure to fund New Tranche A Credit-Linked Deposits. (d) Subject to the terms and conditions set forth herein, each Renewing Tranche A Lender and each Additional Tranche A Lender will fund its New Tranche A Credit-Linked Deposit on the Amendment Effective Date by (i) exchanging its existing Tranche A Credit-Linked Deposit, if any, for a New Tranche A Credit-Linked Deposit in an equal principal amount (to the extent the amount of its existing Tranche A Credit-Linked Deposit, if any, does not exceed its New Tranche A Credit-Linked Deposit Commitment) and (ii) transferring to the Administrative Agent, in immediately available funds, an amount equal to the excess, if any, of its New Tranche A Credit-Linked Deposit Commitment over the amount of such exchanged existing Tranche A Credit-Linked Deposit (“Exchanged Deposit”). Each Additional Tranche A Lender will fund such portion of its New Tranche A Credit-Linked Deposit Commitment that cannot be funded pursuant to the exchange of an Exchanged Deposit of such Lender by transferring the amount thereof to the Administrative Agent on the Amendment Effective Date in immediately available funds. (e) The obligations of each Renewing Term Lender and Additional Term Lender to make New Term Loans on the Amendment Effective Date and the obligations of each Renewing Tranche A Lender and each Additional Tranche A Lender to fund New Tranche A Credit-Linked Deposits on the Amendment Effective Date are subject to the satisfaction of the following conditions: (i) The conditions set forth in Section 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate of a Financial Officer, dated the Amendment Effective Date, to such effect; (ii) The Administrative Agent shall have received favorable legal opinions of (A) Lxxxxx & Wxxxxxx LLP, special counsel to the Loan Parties, and (B) Sxxxxx X. Xxxx, General Counsel of Allied Waste, in each case addressed to the Lenders and dated the Amendment Effective Date, covering such matters relating to the New Term Loans, the New Tranche A Credit-Linked Deposits, this Amendment, the Credit Agreement as amended and restated hereby, and the other Loan Documents and security interests thereunder as the Administrative Agent may reasonably request, which opinions shall be reasonably satisfactory to the Administrative Agent; (iii) The Administrative Agent shall have received for each of Allied Waste, the Borrower and each other Material Loan Party, a certificate of the Secretary or an Assistant Secretary of such Material Loan Party, dated the Amendment Effective Date and certifying that attached thereto is a true and complete copy of resolutions (or consent by members or partners, where applicable, to the extent required) duly adopted by the board of directors (or members or partners, where applicable) of such Material Loan Party authorizing the execution, delivery and performance of this Amendment and the Credit Agreement as amended hereby, and the amendment of any other Loan Documents to which it is party required to be amended hereby; (iv) Each Loan Party that has not executed and delivered this Amendment shall have entered into a written instrument reasonably satisfactory to the Administrative Agent pursuant to which it confirms that it consents to this Amendment and that the Security Documents to which it is party will continue to apply in respect of the Credit Agreement, as amended and restated hereby, and the Obligations thereunder; (v) The aggregate amount of New Term Loan Assignee agrees Commitments in respect of New Tranche B Term Loans and New Tranche C Term Loans plus the amount of any cash available to purchase from one or more Fronting Lenders, the Borrower to be used to repay Existing Term Loans on or immediately after the Amendment No. 2 Effective Date, pursuant to one shall equal or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal exceed the aggregate principal amount of the Existing Term Loans. The aggregate amount of the New Tranche A Credit-Linked Deposit Commitments shall equal or exceed the aggregate principal amount of the Existing Tranche A Credit-Linked Deposits; (vi) The Administrative Agent shall have received evidence satisfactory to it that the Borrower has made the payments referred to in Section 3(g) or is making such payments on the Amendment Effective Date with the cash proceeds of the New Tranche B Term Loans held by and New Tranche C Term Loans and such other funds of the Borrower as may be required; and (vii) The conditions to effectiveness of this Amendment set forth in Section 4 hereof shall have been satisfied. (f) All Borrowings of New Tranche B Term Loans and New Tranche C Term Loans made on the Amendment Effective Date will have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Existing Term Loans being refinanced with such New Term Loan Assignee Loans, and the Adjusted LIBO Rates applicable to such New Term Loans during such initial Interest Periods will be the same as those applicable to the Existing Term Loans being refinanced. For purposes of the foregoing, such Interest Periods shall be assigned to the New Tranche B Term Loans and New Tranche C Term Loans of each Additional Term Lender in the same proportion that such Interest Periods applied to the Existing Tranche B Term Loans and Existing Tranche C Term Loans, as the case may be, on the Amendment Effective Date. The Borrower will not be required to make any payments to Existing Term Lenders under Section 2.16 of the Credit Agreement in respect of the repayment of Exchanged Loans on the Amendment Effective Date pursuant to their exchange for New Term Loans. (or g) On the Amendment Effective Date, the Borrower shall apply the cash proceeds of the New Tranche B Term Loans and the New Tranche C Term Loans and such lesser amount other amounts as may be allocated necessary to (i) prepay in full all Existing Term Loans other than Exchanged Loans, (ii) pay all accrued and unpaid interest on Existing Term Loans, (iii) pay all accrued and unpaid Tranche A Participation Fees, (iv) pay to each Existing Term Lender all amounts payable pursuant to Section 2.16 of the Credit Agreement as a result of the prepayment of such Lender Lender’s Existing Term Loans (other than any portion thereof constituting Exchanged Loans) on the Amendment Effective Date, and (iv) pay all other Obligations then due and owing to the Existing Term Lenders and the Existing Tranche A Lenders, in their capacities as notified to such Lender by such, under the Credit Agreement. On the Amendment Effective Date, the Administrative Agent shall return to each Existing Tranche A Lender the amount of its Existing Tranche A Credit-Linked Deposit, other than any such deposit that constitutes an Exchanged Deposit. (h) On and after the Amendment Effective Date, each reference in the Credit Agreement to “Tranche B Term Loans”, “Tranche C Term Loans” and “Term Loans” shall, except as the context may otherwise require, be deemed to be a reference to the New Tranche B Term Loans, the New Tranche C Term Loans and the New Term Loans contemplated hereby, and each reference in the Credit Agreement to “Tranche A Credit-Linked Deposits” shall, except as the context may otherwise require, be deemed to be a reference to the New Tranche A Credit-Linked Deposits contemplated hereby. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than as set forth in Section 3(f) above) will continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender and each Existing Tranche A Lender in respect of such Lender’s Existing Term Loans or Existing Tranche A Credit-Linked Deposit, as the case may be, existing under the Credit Agreement prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on as of the Third Amendment No. 2 Effective Date Date, (i) each Continuing Lender agrees to convert all exchange its Existing Term Loans for New Term Loans of its like outstanding principal amount and (ii) each Additional Lender agrees to make New Term Loans to Borrower and PR Borrower in amounts equal to the amount of New Term Loans such Person commits to make on the Third Amendment Effective Date as set forth on the signature page to this Amendment. Notwithstanding anything herein or in the Credit Agreement to the contrary, the aggregate principal amount of the New Term Loans to be outstanding on the Third Amendment Effective Date shall not exceed the aggregate principal amount of the Existing Term Loans outstanding immediately prior to the Third Amendment NoEffective Date. 2 For purposes hereof, a Person shall become an Additional Lender and a party to the Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Third Amendment Effective Date, a signature page to this Amendment setting forth the amount of New Term Loans such Person commits to make on the Third Amendment Effective Date. (b) Each Continuing Lender shall be deemed to have acquired its New Term Loans on the Third Amendment Effective Date (or such lesser amount as may be allocated in exchange for its Existing Term Loans. Each Additional Lender shall fund the proceeds of its New Term Loans to such Lender as notified to such Lender by the Administrative Agent prior to on the Third Amendment No. 2 Effective Date) into New Term Loans , in the manner contemplated by the Credit Agreement (including Section 2.02 thereof). Borrower and (ii) each Fronting Lender agrees PR Borrower hereby irrevocably direct the Administrative Agent pursuant to fund a New Term Loan in a principal amount equal Section 2.09 of the Credit Agreement to its share apply all proceeds of the New Term Loan Commitment AmountLoans received hereunder promptly upon the receipt thereof to prepay the outstanding Existing Term Loans of Departing Lenders. Each party hereto acknowledges The commitments of the Additional Lenders and agrees that notwithstanding any the exchange undertakings of the Continuing Lenders are several and no such Term Loan Conversion, each such Continuing Lender shall be entitled responsible for any other Lender’s failure to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing make or acquire by exchange any New Term Loans. (c) Subject The obligations of each Continuing Lender and each Additional Lender to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one acquire or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, make New Term Loans on the Third Amendment No. 2 Effective Date are subject to the satisfaction of the following conditions: (i) the Administrative Agent shall have received (A) a copy of the certificate or articles of incorporation (or comparable Organic Document), including all amendments thereto, of each Obligor, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of the jurisdiction of its organization (or an Officer’s Certificate of Parent certifying that there has been no change thereto since the last such documents delivered to the Administrative Agent); (B) a certificate of the Secretary, Assistant Secretary or other Senior Officer of each Obligor dated the Third Amendment Effective Date and certifying (w) that attached thereto is a true and complete copy of the by-laws (or comparable Organic Document) of such Obligor as in effect on the Third Amendment Effective Date (or that there has been no change thereto since the last such documents delivered to the Administrative Agent), (x) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Obligor, or comparable actions taken by the applicable Person or Persons with respect to such Obligor, authorizing the execution, delivery and performance of this Amendment and, in the case of Borrower and PR Borrower, the borrowings hereunder, and that such resolutions (or comparable actions) have not been modified, rescinded or amended and are in full force and effect and (y) as to the incumbency and signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Obligor; (C) a certificate of another officer as to the incumbency and signature of the Secretary, Assistant Secretary or other Senior Officer executing the certificate pursuant to clause (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, above; and consented to and approved, this Amendment (D) such consent and approval effective other documents as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitationLenders, the Intercreditor Agreement) and each other document required to be delivered to, Issuing Lender or be approved by or satisfactory to, the Administrative Agent or may reasonably request; (ii) the Administrative Agent shall have received a certificate, dated the Third Amendment Effective Date and signed by a Senior Officer of Parent, confirming compliance with the conditions precedent set forth in Section 7.01(i) of the Credit Agreement; (iii) the Administrative Agent shall have received, on behalf of itself, the other Agents, the Lenders and the Issuing Lender, a written opinion of Txxx X. Xxxx, General Counsel of Parent, Borrower and PR Borrower, substantially to the effect set forth in Exhibit A hereto, in each case dated the Third Amendment Effective Date, addressed to the Issuing Lender, Agents and the Lenders and covering such other matters as the Administrative Agent shall reasonably request. Parent, Borrower and PR Borrower hereby request such counsel to deliver such opinions; and (iv) the conditions to effectiveness of this Amendment set forth in Section 4 hereof shall have been satisfied. (d) Notwithstanding anything in the Credit Agreement to the contrary, all New Term Loans acquired or made on the Third Amendment NoEffective Date will be in the amounts and have initial Interest Periods ending on the same dates as the Interest Periods applicable to the Existing Term Loans. 2Notwithstanding anything herein or in the Credit Agreement to the contrary, and without any requirement to give notice under Section 4.05 of the Credit Agreement, for the period from the Third Amendment Effective Date to the expiration of the respective initial Interest Periods for the New Term Loans, the LIBOR Rate applicable to the New Term Loans shall be the same rate that applied to the Existing Term Loans with an Interest Period ending on the same dates. Neither Borrower nor PR Borrower shall be required to make any payments to Continuing Lenders under Section 5.05 of the Credit Agreement in respect of the exchange of Existing Term Loans on the Third Amendment Effective Date for New Term Loans. (e) On the Third Amendment Effective Date, Borrower and PR Borrower shall apply the cash proceeds (if any) of the New Term Loans and such other amounts as may be necessary to (i) prepay in full all Existing Term Loans (other than those that are exchanged for New Term Loans as provided herein), (ii) pay all accrued and unpaid interest on all Existing Term Loans to but excluding the Third Amendment Effective Date, and (iii) pay to each Departing Lender all amounts (if any) payable pursuant to Section 5.05 of the Credit Agreement as a result of the prepayment of such Lender’s Existing Term Loans on the Third Amendment Effective Date. (f) The Majority Lenders and the Continuing Lenders hereby waive the requirements of Sections 2.02, 2.09, 3.02, 4.01, 4.02 and 4.05 of the Credit Agreement, to the extent that they relate to the borrowings and prepayments contemplated by this Amendment. Notwithstanding that the Existing Term Loans shall be refinanced in full on the Third Amendment Effective Date, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than as set forth in Section 3(d) above) will continue in full force and effect with respect to, and for the benefit of, each Existing Term Loan Lender in respect of such Lender’s Existing Term Loans existing under the Credit Agreement prior to the Third Amendment Effective Date.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender severally agrees to convert continue all (or such lesser amount as notified to such Lender by the Lead Arranger prior to the First Amendment Effective Date) of its Existing Term Loans outstanding immediately as New Term Loans on the First Amendment Effective Date in a principal amount equal to such Continuing Term Lender’s New Term Loan Commitment (as defined below) and (ii) each Additional Term Lender severally agrees to make a New Term Loan on the First Amendment Effective Date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and a New Term Lender as of the First Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the First Amendment NoEffective Date, a Lender Addendum in its capacity as a New Term Lender. 2 The Borrower shall give irrevocable notice to the Administrative Agent of the proposed First Amendment Effective Date not later than 12:00 Noon, New York City time, one Business Day prior thereto, and, upon receipt of such notice, the Administrative Agent shall promptly notify each Continuing Term Lender and each Additional Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by the Lead Arranger. (c) Not later than 12:00 Noon, New York City time, on the First Amendment Effective Date, each Additional Term Lender shall make its New Term Loan by making available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to its New Term Loan Commitment. The “New Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the First Amendment Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent Lead Arranger prior to the First Amendment No. 2 Effective Date) into ), which shall be continued as an equal principal amount of New Term Loans Loans, and (ii) each Fronting of any Additional Term Lender agrees will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to fund a it by the Lead Arranger. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan in a principal amount equal Loan. The New Term Loans may from time to its share time be ABR Loans or Term Benchmark Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by the Amended Credit Agreement (as amended from time to time). (d) The obligation of each New Term Lender to make or acquire by continuation New Term Loans on the First Amendment Effective Date is subject to the satisfaction of the conditions set forth in Section 3 of this Amendment. (e) The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by the Lead Arranger, including by (x) “cashless roll” of the Continued Term Loans of a Continuing Term Lender and/or (y) repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of New Term Loan Commitment Amount. Each Loans in the same amount. (f) For the avoidance of doubt, the Lenders party hereto acknowledges hereby acknowledge and agrees that notwithstanding any such Term Loan Conversionagree that, each such Continuing Lender shall be entitled to receive payment on at the Amendment No. 2 Effective Date sole option of the unpaid fees Lead Arranger, any Existing Term Lender with Existing Term Loans that are not continued as Continued Term Loans as contemplated hereby (“Non-Continued Term Loans”) shall, automatically upon receipt of the amount necessary to purchase, at par, such Existing Term Lender’s Non-Continued Term Loans and interest accrued all other amounts owing to such Existing Term Lender on or prior to such date with respect to all of its Existing such Non-Continued Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt ofassigned such Non-Continued Term Loans pursuant to a form of Assignment and Assumption and, and consented to and approvedaccordingly, this Amendment (such consent and approval effective as of no other action by the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory toLenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Existing Term Lenders on party hereto hereby agree to waive the Amendment No. 2notice requirements of Section 2.10 of the Credit Agreement in connection with the prepayment or replacement, as applicable, of Existing Term Loans contemplated hereby.

New Term Loans. (a) The Borrower shall give Pursuant to Section 2.10 of the Administrative Agent irrevocable notice prior Credit Agreement, and subject to 11:00 A.M.the satisfaction of the conditions set forth in Section 4 hereof, New York City timeon and as of the Incremental Amendment Effective Date: Each Term Loan A-1 Lender that is, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Incremental Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying a Lender under the Credit Agreement agrees that upon, and subject to, the occurrence of the Incremental Amendment Effective Date, such Term Loan A-1 Lender’s Commitment shall be increased, as contemplated by Section 2.10 of the Credit Agreement, by the amount set forth opposite such Term Loan A-1 Lender’s name under the heading “Term Loan A-1 Commitment” on Schedule 1C to this Amendment. From and after the Incremental Amendment Effective Date, each reference in the Credit Agreement to any Term Loan A-1 Lender’s Commitment shall mean its Commitment, as increased by the amount set forth opposite such Term Loan A-1 Lender’s name under the heading “Term Loan A-1 Commitment” on Schedule IC to this Amendment. Upon satisfaction (Aor waiver) of the conditions set forth in Section 4 hereof, (1) the aggregate principal amount Lenders hereby agree and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender consent to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested incurrence by the Borrower in funds immediately available and the other Loan Parties (after giving effect to the Administrative Agent. Notwithstanding anything herein amendment to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period Section 2.10 of the Existing Credit Agreement set forth in Section 1.5 herein) of the Term Loans outstanding immediately prior Loan A-1 and that for all purposes under the Credit Agreement and the other Loan Documents, the Term Loan A-1 shall (x) except as otherwise set forth in this Amendment, have the same terms and conditions as the Term Loan A (including, if applicable, as to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of Junematurity, 2013optional and mandatory prepayments, and amortization) and (iiy) be a “Term Loan A-1”, a “New Term Loan” and a “Term Loan” under and as defined in the Lenders party hereto waive Credit Agreement, and for all purposes under the payment Credit Agreement and the other Loan Documents and (2) each Term Loan A Lender hereby waives the terms and conditions of any breakage loss or expense under Section 2.21 2.10(b)(iii) of the Credit Agreement in connection with respect of interest payable on, and the repayment prepayment premium applicable to, the Term Loan A-1 as set forth in Section 2.05(a)(iv) of the Existing Credit Agreement (as amended hereby). For purposes of the definition of “Maturity Date” in the Credit Agreement, the date specified as the “Maturity Date” of the Term Loans Loan A-1 as the “New Term Loan” referred to therein shall be September 24, 2016, or if such date is not a Business Day, then the immediately preceding Business Day, which date is subject to extension in accordance with Section 2.11. Each Term Loan A-1 Lender, severally and not jointly agrees, on the Amendment No. 2 Effective Date. (b) Subject to the terms and subject to the conditions set forth herein, to make term loans to the Borrower on the Incremental Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) , in each Fronting Lender agrees to fund a New Term Loan case in a an aggregate principal amount equal not to its share of exceed the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any amount set forth opposite such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment A-1 Lender’s name on Schedule IC hereto under the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New heading “Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after A-1 Commitment” (the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New “Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment NoA-1”). 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Such Term Loan Assignee, by delivering its signature page to this Amendment, A-1 shall be deemed to have acknowledged receipt ofbe made in addition to the Term Loan A and the Term Loan B and not in repayment thereof, and consented shall constitute a part of the Term Loan for all purposes under the Credit Agreement and each other Loan Document. The Term Loan A-1 may only be incurred on the Incremental Amendment Effective Date. Any portion of the Term Loan A-1 borrowed on the Incremental Amendment Effective Date shall reduce the Incremental Facility Amount dollar-for-dollar, and if the Term Loan A-1 is borrowed in full, the Incremental Facility Amount shall be reduced to zero immediately after giving effect to such borrowing unless subsequently amended after the Incremental Amendment Effective Date in accordance with Section 10.01 of the Credit Agreement. Once repaid, the Term Loan A-1 may not be re-borrowed. Without limiting the generality of the foregoing, the Term Loan A-1 made pursuant to this Section 2 and approvedthe “Term Loan A-1 Obligations” shall (i) constitute Obligations and Term Loan Obligations under the Loan Documents, (ii) be subject to all of the rights, remedies, privileges and protections applicable to the other Term Loans under the Credit Agreement and the other Loan Documents, (iii) be secured by the Liens granted to the Collateral Agent under all Loan Documents, (iv) be evidenced by Notes (if any), (v) bear interest at rates and have all other terms otherwise applicable to the Term Loan A-1 pursuant to Section 1.4(b) of this Amendment (such consent and approval effective as Section 2.05(a)(iv) of the Credit Agreement, and (vi) be payable in the manner set forth in the Credit Agreement. From and after the Incremental Amendment No. 2 Effective Date, (i) all references to the “Term Loan” or “Term Loans” contained in the Credit Agreement, the Collateral Documents and the other Loan Documents shall be deemed to refer to all Term Loans (including, but not limited to, the Term Loan A-1); (ii) all references to the “New Term Loan” or the “New Term Loans” contained in the Credit Agreement, each the Collateral Documents and the other Loan Document Documents shall be deemed to refer to the Term Loan A-1; (iii) all references to “New Lender” or “New Lenders” contained in the Credit Agreement, the Collateral Documents and the other Loan Documents shall be deemed to refer to the Term Loan A-1 Lenders; and (iv) all references to “New Term Loan Commitment” or “New Term Loan Commitments” contained in the Credit Agreement, the Collateral Documents and the other Loan Documents shall be deemed to refer to the “Term Loan A-1 Commitment”. Each Loan Party hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Administrative Agent, the Collateral Agents or the Lenders with regard to its Obligations in respect of the Term Loans (including, without limitation, the Intercreditor AgreementTerm Loan A-1) and each (y) reaffirms its obligation to repay the Term Loan (including, without limitation, the Term Loan A-1) in accordance with the terms and provisions of this Amendment and the other document Loan Documents. The parties hereto agree that this Amendment shall be deemed to constitute the required to be delivered to, or be approved notice by or satisfactory to, the Borrower for purposes of the requirements of Sections 2.10(a) and 2.10(d) of the Credit Agreement. The Borrower and the Administrative Agent or the Lenders on the Amendment No. 2each hereby acknowledge that each Term Loan A-1 Lender is reasonably acceptable to such party.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee Lender severally agrees to purchase from one or more Fronting Lendersmake New Term Loans to the Borrower on the Third Amendment Effective Date in an aggregate principal amount equal to its New Term Commitment, which shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “New Term Commitment” of any New Term Lender will be the amount set forth opposite such New Term Lender’s name on or immediately after Schedule 1 hereto. (b) The New Term Loans shall comprise a single Class with the Amendment No. 2 Effective DateTerm Loans, pursuant to one or more Assignment and Assumptionsaccordingly, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount shall have identical terms as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page Term Loans after giving effect to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, with respect to the Intercreditor AgreementApplicable Rate, Maturity Date, scheduled amortization and terms of prepayment), and shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents. The Borrower shall use the proceeds of the New Term Loans as set forth in Section 5.11 of the Credit Agreement (as amended hereby). (c) On the Third Amendment Effective Date, each New Term Lender party hereto irrevocably consents to this Amendment and all modifications to the Credit Agreement contemplated hereby. (d) Upon the occurrence of the Third Amendment Effective Date, each New Term Lender shall have the rights and obligations of a Lender under the Credit Agreement and under any other applicable Loan Documents. (e) Each of Holdings, the Borrower and each other document required Loan Party acknowledges and agrees that (i) the New Term Loans shall constitute Obligations and have all the benefits thereof and the Borrower shall be liable for all Obligations with respect to all New Term Loans made to the Borrower pursuant to this Amendment and (ii) all such Obligations shall constitute Guaranteed Obligations and shall be delivered to, or be approved secured by or satisfactory to, the Liens granted to the Administrative Agent or for the Lenders on benefit of the Amendment No. 2Secured Parties and entitled to the benefits of the Collateral Documents and the Guarantee.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee Lender severally agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, make New Term Loans to the Borrower on the First Amendment Effective Date in a maximum an aggregate principal amount equal to its New Term Commitment, which shall be made available to the principal Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “New Term Commitment” of any New Term Lender will be the amount of the Existing Term Loans held by set forth opposite such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date);Lender’s name on Schedule 1 hereto. (ib) Each Replacement LenderThe New Term Loans shall comprise a single Class with the Initial Term Loans, by delivering its signature page and accordingly, shall have identical terms as the Initial Term Loans after giving effect to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, with respect to the Intercreditor Applicable Rate, Maturity Date, scheduled amortization and terms of prepayment), and shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents. The Borrower shall use the proceeds of the New Term Loans as set forth in Section 5.11 of the Credit Agreement (as amended hereby). (c) The parties hereto agree that for purposes of the calculation of the Effective Yield on the New Term Loans pursuant to Section 2.22(a)(v) of the Credit Agreement, the New Term Loans shall be deemed to have an identical Effective Yield equal to the Effective Yield applicable to the Initial Term Loans funded on the Closing Date, notwithstanding any difference in the amount of any original issue discount or upfront fees between the New Term Loans and such Initial Term Loans. (d) On the First Amendment Effective Date, each New Term Lender party hereto irrevocably consents to this Amendment and all modifications to the Credit Agreement contemplated hereby. (e) Upon the occurrence of the First Amendment Effective Date, each New Term Lender shall have the rights and obligations of a Lender under the Credit Agreement and under any other applicable Loan Documents. (f) Each of Holdings, the Borrower and each other document required Loan Party acknowledges and agrees that (i) the New Term Loans shall constitute Obligations and have all the benefits thereof and the Borrower shall be liable for all Obligations with respect to all New Term Loans made to the Borrower pursuant to this Amendment and (ii) all such Obligations shall constitute Guaranteed Obligations and shall be delivered to, or be approved secured by or satisfactory to, the Liens granted to the Administrative Agent or for the Lenders on benefit of the Amendment No. 2Secured Parites and entitled to the benefits of the Collateral Documents and the Guarantee.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all (or such lesser amount as notified to such Lender by Barclays prior to the Effective Date) of its Existing Term Loans outstanding immediately as a New Term Loan on the date requested by the Borrower to be the Effective Date in a principal amount equal to such Continuing Term Lender’s New Term Loan Commitment (as defined below), (ii) each Additional Term Lender agrees to make a New Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment and (iii) each Continuing Term Lender and Additional Term Lender agrees to this Amendment and the terms of the Amended Credit Agreement. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and an Additional Term Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Amendment NoEffective Date, an Additional Term Lender Addendum in its capacity as an Additional Term Lender. 2 The Borrower shall give notice to the Administrative Agent of the proposed Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each New Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by Barclays. (c) Each Additional Term Lender will make its New Term Loan on the Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Amended Credit Agreement, an amount equal to its New Term Loan Commitment. The “New Term Loan Commitment” of (i) any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent Barclays prior to the Amendment No. 2 Effective Date) into ), which shall be continued as an equal principal amount of New Term Loans Loans, and (ii) each Fronting any Additional Term Lender agrees will be such amount (not in excess of the maximum commitment offered by such Additional Term Lender) allocated to fund a it by Barclays and notified to it on or prior to the Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term LoansLoan. (cd) Subject to the terms and conditions set forth herein, The obligation of each New Term Loan Assignee agrees Lender to purchase from one make, provide or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held acquire by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, continuation New Term Loans on the Amendment No. 2 Effective Date is subject to the satisfaction of the conditions set forth in Section III of this Amendment. (e) The provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses and increased costs shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender’s Existing Term Loans. Notwithstanding the foregoing, and notwithstanding Section 2.9(a) of the Credit Agreement, each Continuing Term Lender hereby waives any break funding payments in respect of such Lender’s Existing Term Loans, whether pursuant to Section 2.19 of the Credit Agreement or otherwise. (iif) each The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by Barclays, including by repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of New Term Loan AssigneeLoans in the same amount. (g) Each Lender with Existing Term Loans that are not continued as Continued Term Loans as contemplated hereby shall be repaid, at par, on the Effective Date with the proceeds from New Term Loans provided by delivering its signature page the Additional Term Lenders. For purposes of the repayment on the Effective Date of any Existing Term Loans that are not continued as Continued Term Loans, to the extent that Existing Term Lenders constituting Required Lenders consent to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or and the Continuing Term Lenders on hereby waive the Amendment No. 2notice requirements set forth in Section 2.9(a) of the Credit Agreement of at least three Business Days, in the case of Eurodollar Loans, and at least one Business Day, in the case of Base Rate Loans.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New of its Existing Term Loans and (ii) each Fronting Lender agrees to fund as a New Term Loan on the Amendment Effective Date in a principal amount equal to its share of the such Continuing Term Lender’s New Term Loan Commitment Amount. Each party hereto acknowledges (as defined below) and (ii) each Additional Term Lender agrees that notwithstanding any such to make a New Term Loan Conversionon such date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment. For purposes hereof, each such a Person shall become a party to the Credit Agreement as amended hereby and a New Term Lender as of the Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Amendment Effective Date, a Lender Addendum (Additional Term Lender) in its capacity as a New Term Lender. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender shall must be entitled to receive payment continued in whole and may not be continued in part unless approved by the Lead Arranger. (b) Each Additional Term Lender will make its New Term Loan on the Amendment No. 2 Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.02 of the unpaid fees and interest accrued Credit Agreement, an amount equal to such date with respect to all its New Term Loan Commitment. The “New Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans. (c) Subject to the terms and conditions Loans as set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after in the Register as of the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); , which shall be continued as an equal amount of New Term Loans, and (iii) Each Replacement of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by delivering continuation its signature page New Term Loan. The New Term Loans may from time to this Amendment time be ABR Loans or Eurocurrency Loans, as determined by the Borrower and funding, or converting its notified to the Administrative Agent as contemplated by Sections 2.02 and 2.03 of the Credit Agreement. The Lenders having Existing Term Loans into, that are prepaid in connection with the making of the New Term Loans shall be entitled to the benefits of Section 2.16 of the Credit Agreement with respect thereto. The Continuing Term Lenders hereby waive the benefits of Section 2.16 of the Credit Agreement with respect thereto. (c) The obligation of each New Term Lender to make or acquire by continuation New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page is subject to the satisfaction of the conditions set forth in Section 5 of this Amendment. (d) On and after the Amendment Effective Date, each reference in the Credit Agreement to “Initial Term B Loans” shall be deemed a reference to have acknowledged receipt the New Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, and consented each Existing Term Lender in respect of such Lender’s Existing Term Loans to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2same extent expressly set forth therein.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term B-1 Lender agrees to convert continue all (or such lesser amount as notified to such Continuing Term B-1 Lender by the Lead Arranger prior to the Effective Date) of its Existing Term Loans outstanding immediately as a New Term B-1 Loan on the date requested by the Company to be the Effective Date in a principal amount equal to such Continuing Term B-1 Lender's New Term B-1 Loan Commitment (as defined below), (ii) each Additional Term B-1 Lender agrees to make a New Term B-1 Loan on such date to the Company in x xxxxxxxxx xxxxxx xxxxx to such Additional Term B-1 Lender's New Term B-1 Loan Commitment, (iii) each New Term B-2 Lender agrees to make a New Term B-2 Loan on such date to the Company in a principal amount equal xx xxxx Xxx Xxxx X-0 Xxxder's New Term B-2 Loan Commitment (as defined below) and (iv) each New Lender agrees to the terms of this Amendment and the Amended Credit Agreement. (b) Xxx xxxxxxxx xxxxxx, x Person shall become a party to the Amended Credit Agreement and a New Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Amendment NoEffective Date, a Lender Addendum in its capacity as a Continuing Term B-1 Lender, an Additional Term B-1 Lender and/or a New Term B-2 Lender, as the case may be. 2 The Company shall give notice to the Administrative Agent of the proposed Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each New Lender thereof. For the avoidance of doubt, (x) the Existing Term Loans of a Continuing Term B-1 Lender must be continued in whole and may not be continued in part unless approved by the Lead Arranger and (y) each Additional Term B-1 Lender and New Term B-2 Lender must be reasonably acceptable to the Administrative Agent (it being understood and agreed that the Administrative Agent's execution of a signature page hereto shall be deemed to constitute approval of each Additional Term B-1 Lender and New Term B-2 Lender that is a party hereto). (c) Each Additional Term B-1 Lender will make its Additional Term B-1 Loan on the Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.06 of the Amended Credit Agreement, an amount equal to its New Term B-1 Loan Commitment. The "New Term B-1 Loan Commitment" of (i) any Continuing Term B-1 Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Continuing Term B-1 Lender by the Administrative Agent Lead Arranger prior to the Amendment No. 2 Effective Date) into ), which shall be continued as an equal principal amount of New Term Loans B-1 Loans, and (ii) each Fronting any Additional Term B-1 Lender agrees will be such amount (not exceeding any commitment offered by such Additional Term B-1 Lender) allocated to fund a it by the Lead Arranger and notified to it on or prior to the Effective Date. The commitments of the Additional Term B-1 Lenders and the continuation undertakings of the Continuing Term B-1 Lenders are several, and no such Lender will be responsible for any other such Lender's failure to make or acquire by continuation its New Term B-1 Loan. (d) Each New Term B-2 Lender will make its New Term B-2 Loan on the Effective Date by making available to the Administrative Agent, in a principal the manner contemplated by Section 2.06 of the Amended Credit Agreement, an amount equal to its share New Term B-2 Loan Commitment. The "New Term B-2 Loan Commitment" of any New Term B-2 Lender will be such amount (not exceeding any commitment offered by such New Term B-2 Lender) allocated to it by the Lead Arranger and notified to it on or prior to the Effective Date. The commitments of the New Term Loan Commitment Amount. Each party hereto acknowledges B-2 Lenders are several, and agrees that notwithstanding no such Lender will be responsible for any other such Lender's failure to make its New Term Loan ConversionB-2 Loan. (e) The obligation of each New Lender to make, provide or acquire by continuation New Term Loans on the Effective Date is subject to the satisfaction of the conditions set forth in Section 3 of this Amendment. (f) On and after the Effective Date, each such Continuing Lender reference in the Amended Credit Agreement to "Term B-1 Loans" shall be entitled deemed a reference to receive payment on the Amendment NoNew Term B-1 Loans contemplated hereby and each reference in the Amended Credit Agreement to "Term B-2 Loans" shall be deemed a reference to the New Term B-2 Loans contemplated hereby. 2 Effective Date Notwithstanding the foregoing, the provisions of the unpaid fees and interest accrued to such date Credit Agreement with respect to all indemnification, reimbursement of its costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender's Existing Term Loans. (cg) Subject The continuation of Continued Term B-1 Loans may be implemented pursuant to other procedures specified by the terms and conditions set forth hereinLead Arranger, each including by repayment of Continued Term B-1 Loans of a Continuing Term B-1 Lender followed by a subsequent assignment to it of New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term B-1 Loans in a maximum principal amount equal the principal amount same amount. (h) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Lead Arranger, any Lender with Existing Term Loans held by that are not continued as Continued Term B-1 Loans as contemplated hereby ("Non-Continued Term B-1 Loans") shall, automatically upon receipt of the amount necessary to purchase such New Lender's Non-Continued Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement LenderB-1 Loans, by delivering its signature page to this Amendment at par, and fundingpay all accrued interest thereon, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt ofassigned such Non-Continued Term B-1 Loans pursuant to a form of Assignment and Assumption and, and consented to and approvedaccordingly, this Amendment (such consent and approval effective as of no other action by the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory toLenders, the Administrative Agent or the Lenders on Loan Parties shall be required in connection therewith. (i) Each Lender party hereto and the Company agree that (i) any amounts payable to such Lender pursuant to Section 2.16 of the Credit Agreement are hereby waived and (ii) the initial Interest Period (as defined in the Amended Credit Agreement) in respect of the New Term B-1 Loans shall equal the remaining length of the Interest Period for the Existing Term Loans. (j) Each party to this Amendment No. 2agrees that this Amendment is a Refinancing Facility Agreement for all purposes of the Loan Documents (as defined in the Amended Credit Agreement).

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee Lender severally agrees to purchase from one or more Fronting Lendersmake a New Term Loan on the Second Amendment Effective Date to the Borrower in a principal amount equal to such New Term Lender’s New Term Loan Commitment. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and a New Term Lender as of the Second Amendment Effective Date by executing and delivering to the Administrative Agent, on or immediately after prior to the Second Amendment No. 2 Effective Date, pursuant a Lender Addendum in its capacity as a New Term Lender. (c) Not later than 12:00 Noon, New York City time, on the Second Amendment Effective Date, each New Term Lender shall make its New Term Loan by making available to one or more Assignment the Administrative Agent at the Funding Office an amount in immediately available funds equal to its New Term Loan Commitment. The “New Term Loan Commitment” of any New Term Lender will be the “Term B Commitment” of such New Term Lender as set forth on Schedule I attached hereto. The commitments of the New Term Lenders are several, and Assumptions, no New Term Lender will be responsible for any other New Term Lender’s failure to make its New Term Loan. The New Term Loans in a maximum principal amount equal may from time to time be ABR Loans or Eurodollar Loans, as determined by the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as Borrower and notified to such Lender by the Administrative Agent prior to as contemplated by the Amendment No. 2 Effective Date);Amended Credit Agreement. (id) Each Replacement Lender, by delivering its signature page The obligation of each New Term Lender to this Amendment and funding, or converting its Existing Term Loans into, make New Term Loans on the Second Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page is subject to the satisfaction of the conditions set forth in Section 3 of this Amendment. (e) On and after the Second Amendment Effective Date, each reference in the Amended Credit Agreement to “Term B Loans” shall be deemed a reference to have acknowledged receipt the New Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, and consented to and approved, this Amendment (each Existing Term Lender in respect of such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2Lender’s Existing Term Loans.

New Term Loans. (a) The Borrower shall give Subject to the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) terms and conditions set forth herein and in the case of Eurodollar LoansAmended and Restated Credit Agreement, three Business Days prior each Person party hereto whose name is set forth on Schedule 2.01 attached hereto under the heading “Term Lender” (each such Person, a “Term Lender”), agrees, severally and not jointly, to make a New Term Loan to the anticipated Amendment No. 2 Borrower on the Refinancing Facility Agreement Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the an aggregate principal amount and Type equal to the Term Commitment of such New Term Lender set forth on Schedule 2.01 hereto, by (x) funding such New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in cash in the case of Eurodollar Loans, the respective amounts of each amount indicated with respect to such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of Term Lender in such Schedule 2.01 (any such notice from Term Lender, to the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each extent required to fund its New Term Loan Assignee. Each Fronting Lender will make available the Loans in cash, a “New Term Lender”) and/or (y) converting into an equivalent principal amount of New Term Loans such principal amounts of such Term Lender’s Existing Term Loans as are indicated with respect to be made by such Term Lender in such Schedule 2.01 (any such Term Lender, to the Administrative Agent for the account of the Borrower at the Funding Office prior extent required to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the make its New Term Loans funded pursuant to such conversions, a “Converting Term Lender”) (the commitment of each Term Lender to make New Term Loans, including pursuant to such conversions, in the amounts set forth with respect to such Lender on Schedule 2.01 attached hereto, the Amendment No. 2 Effective Date may“New Term Commitment” of such Term Lender and, at collectively for all the Borrower’s requestTerm Lenders, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the “New Term Commitments”; any such Existing Term Loans outstanding immediately prior converted into New Term Loans, the “Converted Loans”). No Term Lender shall be responsible for any other Term Lender’s failure to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing make New Term Loans on the Amendment No. 2 Effective DateLoans. (b) Subject to the terms and conditions set forth hereinherein and in the Amended and Restated Credit Agreement, on effective as of the Amendment No. 2 Refinancing Facility Agreement Effective Date Date, for all purposes of the Loan Documents, (i) each Continuing Lender agrees to convert all of its Existing the New Term Loans outstanding immediately prior to Commitments shall constitute “Term Commitments” under the Amendment No. 2 Effective Date Amended and Restated Credit Agreement, (or such lesser amount as may be allocated to such Lender as notified to such Lender by ii) the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans shall constitute “Term Loans” and “Loans” under the Amended and Restated Credit Agreement and (iiiii) each Fronting Term Lender agrees shall become, or continue to fund be, as applicable, a New “Term Loan in Lender” and a principal amount equal to its share “Lender” under the Amended and Restated Credit Agreement and shall have all the rights and obligations of, and benefits accruing to, a Lender under the Amended and Restated Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders. The proceeds of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender Loans shall be entitled to receive payment on used by the Amendment No. 2 Effective Date of Borrower solely for the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loanspurposes described in the recitals hereto. (c) Subject Upon the effectiveness of this Refinancing Facility Agreement, each of the Term Lenders, solely in their capacities as Lenders under the Existing Credit Agreement with respect to Existing Term Loans, shall cease to be a party to the terms Existing Credit Agreement and conditions set forth hereinshall be released from all further obligations thereunder in respect of the Existing Term Loans; provided, each New Term Loan Assignee agrees however, that such Lenders shall continue to purchase from one or more Fronting Lendersbe entitled to the benefits (in accordance with the Existing Credit Agreement) of Sections 2.15, on or 2.16, 2.17, 2.18 and 9.03 of the Existing Credit Agreement as in effect immediately after prior to the Amendment No. 2 Refinancing Facility Agreement Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans Date in a maximum principal amount equal the principal amount respect of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Dateother than Converted Loans);. (id) Each Replacement Term Lender that has delivered a signature page to this Refinancing Facility Agreement and each Term Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this AmendmentRefinancing Facility Agreement, shall be deemed to have agreed and consented to the amendment and restatement of the Existing Credit Agreement in the form of the Amended and Restated Credit Agreement as contemplated hereby and to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the any Class of Lenders on the Amendment NoRefinancing Facility Agreement Effective Date. (e) Upon the effectiveness of this Refinancing Facility Agreement and subject to Section 3(f) below, the Existing Term Loans outstanding immediately prior to the Refinancing Facility Agreement Effective Date (other than the Converted Loans) shall be prepaid in full by the Borrower on the Refinancing Facility Agreement Effective Date, together with any funding losses payable in accordance with Section 2.16 of the Existing Credit Agreement. 2The Agent and each of the Lenders hereto hereby waive the requirement that the Borrower provide advance notice of such prepayment pursuant to Section 2.11 of the Existing Credit Agreement. (f) Notwithstanding anything herein or in the Amended and Restated Credit Agreement to the contrary, (i) on the Refinancing Facility Agreement Effective Date, (x) the Borrower shall pay all accrued and unpaid interest with respect to the Existing Term Loans outstanding immediately prior to such date and (y) all Converted Term Loans outstanding as of such date and the New Term Loans shall have an initial Interest Period as set forth in the Borrowing Request required to be delivered pursuant to Section 6 below (which may begin on the Refinancing Facility Agreement Effective Date and end on October 31, 2018 with the LIBO Rate for such initial Interest Period being deemed to be equivalent to the LIBO Rate for the Borrowing of Eurocurrency Loans pursuant to the Notice of Borrowing dated September 28, 2018 given pursuant to the Existing Credit Agreement) and (ii) the Converting Term Lenders hereby waive (x) the notice requirements of Section 2.07 of the Existing Credit Agreement with respect to the conversion of the interest rate applicable to the Converted Term Loans and the Borrowing of the New Term Loans and (y) any indemnity claim for breakage costs under Section 2.16 of the Existing Credit Agreement in connection with the repayment of interest and the conversion to a new Interest Period on the Refinancing Facility Agreement Effective Date as described above. (g) For purposes of this Refinancing Facility Agreement, the New Term Loans shall constitute Refinancing Term Loans under the Existing Credit Agreement and shall be deemed to have been incurred immediately prior to the amendment and restatement of the Existing Credit Agreement. (h) For the avoidance of doubt, the aggregate principal amount of Term Loans to be outstanding on the Refinancing Facility Agreement Effective Date after giving effect to the transactions contemplated hereby shall be $220,000,000.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior Subject to the anticipated satisfaction (or waiver) of the conditions set forth in Section 2 hereof and in reliance upon the representations and warranties set forth in Section 3 hereof, the New Term Loan Lenders severally, but not jointly, hereby agree to make the New Term Loans to the Borrower on the Seventh Amendment No. 2 Effective Date or (iias defined below) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of such New Term Loan Lender’s New Term Loan Commitment (as defined below). The New Term Loans being made pursuant to be borrowed, (B) the requested Borrowing Date and (C) this Seventh Amendment shall constitute Term Loans as defined in the case of Eurodollar LoansCredit Agreement and shall be added to, and thereafter constitute a part of, the respective amounts same Class of each such Type of Loan Term Loans as the Existing Term Loans for all purposes under the Credit Agreement and the respective lengths other Loan Documents (including without limitation ranking pari passu in right of payment and of security with the initial Interest Period thereforExisting Term Loans and maturing on the same date that the Existing Term Loans mature). Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of The New Term Loans are intended to be made by such Lender to treated as being fungible with the Administrative Agent Existing Term Loans for U.S. federal income tax purposes and will trade under the account of same CUSIP number as the Borrower Existing Term Loans. The New Term Loans will (x) amortize at the Funding Office prior to 11:00 A.M.same rate of amortization as the Existing Term Loans, New York City time, on the borrowing date requested by the Borrower resulting in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed having a Weighted Average Life to have an initial Interest Period identical to the Interest Period of Maturity not less than the Existing Term Loans outstanding immediately prior and (y) otherwise be on the exact same terms applicable to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (cii) Subject to The Administrative Agent has prepared a schedule attached hereto as Schedule I (the terms and conditions set “New Term Loan Commitment Schedule”) which sets forth hereinthe allocated commitments received by it (collectively, the “New Term Loan Commitments”) from the New Term Loan Lenders. The Administrative Agent has notified each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount Lender of the Existing Term Loans held by such its allocated New Term Loan Assignee (or such lesser amount as may be allocated Commitment, and each lender that holds a New Term Loan Commitment is a signatory to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date);this Seventh Amendment. (iiii) Each Replacement Lender, by delivering its signature page to this Amendment The Borrower and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page Lender agree that the New Term Loans will be issued at a price equal to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as 100% of the Amendment No. 2 Effective Date), each Loan Document aggregate principal amount thereof. (including, without limitation, iv) The Borrower hereby acknowledges that all of the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders New Term Loans are being incurred in reliance on the Amendment No. 2Ratio Amount under Section 2.14 of the Credit Agreement.

New Term Loans. 1. The New Term Lenders (aas defined below) hereby agree to provide a new Tranche of term loans under the Credit Agreement as contemplated in Section 9.08(c)(ii)(a) thereof (such term loans, the “New Term Loans”). The Borrower proceeds of the New Term Loans shall give be applied on the Administrative Agent irrevocable notice prior Preliminary Third Amendment Effective Date (as defined below) to 11:00 A.M.refinance all outstanding B Term Loans. On the Preliminary Third Amendment Effective Date, all outstanding B Term Loans shall be refinanced, as described below, with New York City time, Term Loans having the following terms: (i) in the case borrower of Eurodollar Loansthe New Term Loans shall be the Borrower, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Preliminary Third Amendment No. 2 Effective Date and shall equal the aggregate principal amount of all outstanding B Term Loans outstanding on the Preliminary Third Amendment Effective Date prior to giving effect to this Third Amendment, (iiiii) each after giving effect to this Third Amendment, all terms applicable to the New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document Loans (including, without limitation, maturity) shall be the Intercreditor Agreementsame as those that theretofore applied to the B Term Loans; provided that the interest rate margins applicable to the New Term Loans shall be as provided in Part I.30 of this Third Amendment and (iv) after the refinancing contemplated by this Part II.2. has occurred (and each other document required to be delivered to, or be approved by or satisfactory toat all times after the Third Amendment Effective Date), the Administrative Agent or New Term Loans made hereunder shall thereafter for all purposes of the Lenders Credit Agreement be referred to as (and constitute) “B Term Loans”, with all provisions of the Credit Agreement and related Loan Documents applicable to B Term Loans (and to Loans) to fully apply to said New Term Loans (which shall thereafter be called (and constitute) “B Term Loans” and shall constitute “Loans” under the Credit Agreement and for purposes of the Loan Documents); provided that, notwithstanding the foregoing provisions of this clause (iii), the New Term Loans made hereunder shall not constitute “B Term Loans” with respect to provisions of the Credit Agreement that were applicable only on the Closing Date, including, Section 2.01(a), Section 2.03 and Section 2.04(e) (to the extent relating to the Closing Date or assignments effected before the Third Amendment No. 2Effective Date) of the Credit Agreement.

New Term Loans. (a) The “Tranche E Term Loan Commitment” of (i) any Continuing Lender shall be the principal amount of its then outstanding Tranche D Term Loans or such lesser amount as is determined by the Administrative Agent and notified to such Lender prior to the Amendment Effective Date and (ii) any Additional Lender shall be the amount of such commitment set forth in the Lender Addendum delivered by such Lender or such lesser amount as is allocated to it by the Administrative Agent and notified to it prior to the Amendment Effective Date. The aggregate amount of Tranche E Term Loan Commitments shall equal the aggregate principal amount of the Tranche D Term Loans outstanding immediately prior to the Amendment Effective Date plus $50,000,000. (b) The Borrower shall deliver to give the Administrative Agent irrevocable notice of borrowing (which notice must be received by the Administrative Agent prior to 11:00 A.M.1:00 P.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying ) requesting that the Lenders with Tranche E Term Loan Commitments (Aas defined in Section 1(a)) make the aggregate principal amount and Type of New Tranche E Term Loans (as defined in Section 1(a)) on the Amendment Effective Date and specifying the amount to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Tranche E Term Loan AssigneeLender thereof. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to Not later than 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately Amendment Effective Date each Lender shall make available to the Administrative Agent. Notwithstanding anything herein Agent at the Funding Office an amount in immediately available funds equal to the contrary, (i) the New Tranche E Term Loans funded to be made by such Lender (or provide the Administrative Agent with a Conversion Notice with respect to its Tranche D Term Loans in lieu of such funding requirement). The Administrative Agent shall use the amounts made available to the Administrative Agent by such Lenders to prepay the Tranche D Term Loans outstanding on such date. Tranche E Term Loan Commitments in existence on the Amendment No. 2 Effective Date mayand not funded (including by way of conversion) on such date will terminate on such date. To the extent that Tranche D Term Loans are repaid with proceeds of Tranche E Term Loans, at the Borrower’s request, be funded as Eurodollar such Tranche D Term Loans which shall be deemed to have an been assigned and transferred to the Lenders with the Tranche E Term Loan Commitments (to be allocated amongst such Lenders at the Administrative Agent’s discretion notwithstanding Section 2.11 and Section 2.12 of the Credit Agreement) and thereafter shall be outstanding as Tranche E Term Loans held by Lenders subject to and in accordance with all terms, conditions and provisions of the Credit Agreement applicable to the Tranche E Term Loans. (c) All Tranche E Term Loans made (including by way of conversion) on the Amendment Effective Date will have the same Types (in the Lenders’ same amounts) as applicable at such time to the Tranche D Term Loans and will have initial Interest Period identical Periods ending on the same dates as the Interest Periods applicable at such time to the Interest Period of Tranche D Term Loans, and the Existing Eurodollar Rate applicable to such Tranche E Term Loans outstanding immediately prior during such initial Interest Periods will be the same as that applicable at such time to the Tranche D Term Loans being refinanced. No accrued interest on the Tranche D Term Loans converted into Tranche E Term Loans shall be payable on the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense no amounts under Section 2.21 of the Credit Agreement shall be payable in connection with such conversion. (d) The Required Lenders hereby waive the repayment requirements of Section 2.11 of the Existing Credit Agreement solely to the extent that such Section requires any notice of prepayment to be given in respect of the Tranche D Term Loans to be prepaid on the Amendment No. 2 Effective Date. (b) Subject to . Notwithstanding that the terms and conditions set forth herein, Tranche D Term Loans shall be refinanced in full on the Amendment No. 2 Effective Date (i) Date, the provisions of the Credit Agreement with respect to Sections 2.19, 2.20, 2.21 and 10.6 will continue in full force and effect with respect to, and for the benefit of, each Continuing Lender agrees to convert all in respect of its Existing such Lender’s Tranche D Term Loans outstanding immediately existing under the Credit Agreement prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender severally agrees to convert continue all (or such lesser amount as notified to such Lender by the Lead Arranger prior to the First Amendment Effective Date) of its Existing Term Loans outstanding immediately as a New Term Loan on the First Amendment Effective Date in a principal amount equal to such Continuing Term Lender’s New Term Loan Commitment (as defined below) and (ii) each Additional Term Lender severally agrees to make a New Term Loan on the First Amendment Effective Date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and a New Term Lender as of the First Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the First Amendment NoEffective Date, a Lender Addendum in its capacity as a New Term Lender. 2 The Borrower shall give irrevocable notice to the Administrative Agent of the proposed First Amendment Effective Date not later than 12:00 Noon, New York City time, one Business Day prior thereto, and, upon receipt of such notice, the Administrative Agent shall promptly notify each Continuing Term Lender and each Additional Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by the Lead Arranger. (c) Not later than 12:00 Noon, New York City time, on the First Amendment Effective Date, each Additional Term Lender shall make its New Term Loan by making available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to its New Term Loan Commitment. The “New Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the First Amendment Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent Lead Arranger prior to the First Amendment No. 2 Effective Date) into ), which shall be continued as an equal principal amount of New Term Loans Loans, and (ii) each Fronting of any Additional Term Lender agrees will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to fund a it by the Lead Arranger. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan in a principal amount equal to its share of the Loan. The New Term Loan Commitment Amount. Each party hereto acknowledges Loans may from time to time be ABR Loans or Eurodollar Loans, as determined by the Borrower and agrees that notwithstanding any such Term Loan Conversionnotified to the Administrative Agent as contemplated by the Credit Agreement or the Amended Credit Agreement, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loansas applicable. (cd) Subject to the terms and conditions set forth herein, The obligation of each New Term Loan Assignee agrees Lender to purchase from one make or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held acquire by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, continuation New Term Loans on the First Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page is subject to the satisfaction of the conditions set forth in Section 3 of this Amendment. (e) On and after the First Amendment Effective Date, each reference in the Amended Credit Agreement to “Term B Loans” shall be deemed a reference to have acknowledged receipt the New Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, and consented to and approved, this Amendment (each Existing Term Lender in respect of such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2Lender’s Existing Term Loans.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth hereinherein and in the Restated Credit Agreement, on as of the Amendment No. 2 Effective Date Restatement Date, (i) each Continuing Lender agrees to convert all of exchange its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into for New Term Loans of like outstanding principal amount (such New Term Loans, the “Rollover Term Loans”) and (ii) each Fronting Additional Lender agrees to fund a make New Term Loan Loans to the Borrower in a principal amount amounts equal to its share the amount of the New Term Loan Commitment AmountLoans such person commits to make on the Restatement Date as set forth on the signature page of such person to this Amendment. For purposes hereof, a person shall become an Additional Lender and a party to the Restated Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Signing Date, a signature page to this Amendment setting forth the amount of New Term Loans such person commits to make on the Restatement Date. (b) Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled deemed to receive payment have acquired its Rollover Term Loans on the Amendment NoRestatement Date in exchange for its Existing Term Loans. 2 Effective Date Each Additional Lender shall fund the proceeds of its New Term Loans to the Administrative Agent on the Restatement Date, in the manner contemplated by the Restated Credit Agreement (including Section 2.02 thereof). (c) The commitments of the unpaid fees Additional Lenders and interest accrued the exchange undertakings of the Continuing Lenders are several and no such Lender shall be responsible for any other Lender’s failure to such date with respect to all of its Existing make or acquire by exchange any New Term Loans. (cd) Subject The obligations of each Continuing Lender and each Additional Lender to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one acquire or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, make New Term Loans on the Amendment No. 2 Effective Restatement Date are subject to (i) the satisfaction or waiver in accordance with the Restated Credit Agreement of each of the conditions in Article IV of the Restated Credit Agreement and (ii) each this Amendment having become effective in accordance with Section 6 hereof. (e) On the Restatement Date, the Borrower shall apply (and hereby irrevocably directs the Administrative Agent, pursuant to Section 2.12 of the Restated Credit Agreement, to so apply) a sufficient amount of the cash proceeds of the New Term Loan AssigneeLoans to (i) prepay in full the Existing Term Loans of the Departing Lenders, (ii) pay all accrued and unpaid interest on all such Existing Term Loans to but excluding the Restatement Date, and (iii) pay to each Departing Lender all amounts payable pursuant to Section 2.12(b) of the Existing Credit Agreement, and pay to each Departing Lender and each Existing Lender all amounts (if any) payable pursuant to Section 2.16 of the Existing Credit Agreement, in each case as a result of the prepayment of such Lender’s Existing Term Loans on the Restatement Date. (f) The Requisite Lenders hereby waive the requirements of Sections 2.02, 2.12 (other than the last sentence of Section 2.12(d) thereof), 2.17 and 2.19 of the Restated Credit Agreement, to the extent they relate to the borrowings and prepayments contemplated by delivering its signature page to this Amendment. (g) On the Restatement Date, each Departing Lender, to the extent of the repayment as contemplated by Section 1(e) above, shall cease to be deemed a party to the Existing Credit Agreement and shall be released from all further obligations thereunder and shall have acknowledged receipt no further rights to or interest in any of the Collateral; provided, however, that notwithstanding that the Existing Term Loans shall be refinanced in full on the Restatement Date, the provisions of the Existing Credit Agreement as in effect immediately prior to the Restatement Date with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments will continue in full force and effect with respect to, and for the benefit of, and consented each Existing Lender in respect of such Lender’s Existing Term Loans existing under the Existing Credit Agreement prior to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Restatement Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all (or such lesser amount as notified to such Lender by Barclays prior to the Effective Date) of its Existing Term Loans outstanding immediately as a New Term Loan on the date requested by the Borrower to be the Effective Date in a principal amount equal to such Continuing Term Lender’s New Term Loan Commitment (as defined below), (ii) each Additional Term Lender agrees to make a New Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment and (iii) each Continuing Term Lender and Additional Term Lender agrees to this Amendment and the terms of the Amended Credit Agreement. (b) For purposes hereof, a Person shall become a party to the Amended Credit Agreement and an Additional Term Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Amendment NoEffective Date, an Additional Term Lender Addendum in its capacity as an Additional Term Lender. 2 The Borrower shall give notice to the Administrative Agent of the proposed Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each New Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by Barclays. (c) Each Additional Term Lender will make its New Term Loan on the Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Amended Credit Agreement, an amount equal to its New Term Loan Commitment. The “New Term Loan Commitment” of (i) any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent Barclays prior to the Amendment No. 2 Effective Date) into ), which shall be continued as an equal principal amount of New Term Loans Loans, and (ii) each Fronting any Additional Term Lender agrees will be such amount (not in excess of the maximum commitment offered by such Additional Term Lender) allocated to fund a it by Barclays and notified to it on or prior to the Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan in a principal amount equal Loan. (d) The obligation of each New Term Lender to its share make, provide or acquire by continuation New Term Loans on the Effective Date is subject to the satisfaction of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date conditions set forth in Section III of this Amendment. (e) The provisions of the unpaid fees and interest accrued to such date Credit Agreement with respect to all indemnification, reimbursement of its costs and expenses and increased costs shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Lender in respect of such Lender’s Existing Term Loans. Notwithstanding the foregoing, each Continuing Term Lender hereby waives any break funding payments in respect of such Lender’s Existing Term Loans. (cf) Subject to the terms and conditions set forth herein, each New The continuation of Continued Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, Loans may be implemented pursuant to one or more Assignment and Assumptionsother procedures specified by Barclays, including by repayment of Continued Term Loans of a Continuing Term Lender followed by a subsequent assignment to it of New Term Loans in a maximum principal amount equal the principal amount of the same amount. (g) Each Lender with Existing Term Loans held by such New Term Loan Assignee (or such lesser amount that are not continued as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Continued Term Loans intoas contemplated hereby shall be repaid, at par, on the Effective Date with the proceeds from New Term Loans on provided by the Amendment No. 2 Effective Date and (ii) each New Additional Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2Lenders.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 4 Effective Date) into , each New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal not to its share exceed such New Term Lender’s New Term Commitment as set forth on the Refinancing Term Loan Allocation Schedule. (b) The aggregate principal amount of the New Term Loan Commitment AmountLoans shall be $350,000,000. (c) The New Term Loans will be used to refinance the Original Term Loans and, together with cash on hand, pay fees and expenses related to the Amendment. (d) The final maturity date of the New Term Loans shall be March 24, 2024 and the New Term Loans shall not be subject to amortization before such date. (e) The Applicable Rate for the New Term Loans shall be 1.75% per annum for Eurodollar Rate Loans and 0.75% per annum for Base Rate Loans. (f) If the Borrower (A) makes a voluntary prepayment of any New Term Loans pursuant to Section 2.05(a) of the Amended Credit Agreement in connection with a Repricing Transaction, (B) makes a prepayment of any New Term Loans pursuant to Section 2.05(b)(iii)(A) of the Amended Credit Agreement in connection with a Repricing Transaction, or (C) replaces a Lender pursuant to Section 3.07(a) of the Amended Credit Agreement for failing to consent to any departure, waiver, amendment or modification constituting a Repricing Transaction, in each case prior to the six month anniversary of the Amendment No. 4 Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable New Term Lenders, a prepayment premium in an amount equal to 1.0% of the principal amount prepaid (or, in the case of clause (C) above, an amount equal to 1.0% of the principal amount of New Term Loans repaid or required to be assigned in connection with such replacement). (g) Subject to the terms and conditions set forth herein, on the Amendment No. 4 Effective Date, each Continuing Term Lender agrees to convert all (or such lesser amount as the Amendment No. 4 Arrangers may allocate) of its Original Term Loans into Converted Term Loans. Without limiting the generality of the foregoing, each Continuing Term Lender shall have a commitment to acquire New Term Loans in the amount of Original Term Loans then held by such Continuing Term Lender. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversionconversion, each such Continuing Term Lender shall be entitled to receive payment on the Amendment No. 2 4 Effective Date of the unpaid fees (if any) and interest accrued to such date with respect to all of its Existing Original Term Loans. (ch) Subject to the terms and conditions set forth herein, each Each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, funding (or converting its Existing Original Term Loans into, ) New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 24 Effective

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee Lender agrees to purchase from one or more Fronting Lenders, convert on or immediately after the Amendment NoSecond Restatement Effective Date the aggregate principal amount of its Original Revolving Loans set forth on Schedule B hereto into New Term Loans. 2 Effective Date, pursuant The amount of Original Revolving Loans of each New Term Loan Lender to one or more Assignment and Assumptions, be converted into New Term Loans as set forth on Schedule B hereto shall be determined by the Arrangers and the Company and notified to such New Term Loan Lender on or prior to the Second Restatement Effective Date. Notwithstanding anything herein or in a maximum the Existing Credit Agreement to the contrary, the aggregate principal amount equal of Original Revolving Loans to be converted into New Term Loans shall be as determined by the Arrangers and the Company; provided that in no event shall the aggregate principal amount of the Existing New Term Loans held by exceed the aggregate principal amount of the Original Revolving Loans immediately prior to the Second Restatement Effective Date and provided, further, that that no more than $100,000,000 in aggregate principal amount of all Original Revolving Loans may be converted into New Term Loans, unless the Administrative Agents and the Company shall otherwise agree. The conversion undertakings of the New Term Loan Lenders are several and no such New Term Loan Assignee (or such lesser amount as may Lender shall be allocated responsible for any other New Term Loan Lender’s failure to such Lender as notified make by conversion any New Term Loans. The Borrowers will be required to such Lender by make any payments to New Term Loan Lenders under Section 4.4 of the Administrative Agent prior to Restated Credit Agreement in respect of the Amendment No. 2 conversion of Original Revolving Loans on the Second Restatement Effective Date);Date into New Term Loans. (ib) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, All Borrowings of New Term Loans made on the Amendment No. 2 Second Restatement Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to will have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders initial Interest Periods ending on the Amendment No. 2same dates as the Interest Periods applicable at such time to the Original Term Loans.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior Subject to the anticipated satisfaction (or waiver) of the conditions set forth in Section 2 hereof and in reliance upon the representations and warranties set forth in Section 4 hereof, the New Term Loan Lender hereby agrees to make the New Term Loans to the Borrower on the First Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of the New Term Loan Lender’s New Term Loan Commitment (as defined below). The New Term Loans being made pursuant to be borrowed, (B) the requested Borrowing Date and (C) this First Amendment shall constitute Term Loans as defined in the case of Eurodollar LoansCredit Agreement and shall be added to, and thereafter constitute a part of, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period Class of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense for all purposes under Section 2.21 of the Credit Agreement and the other Loan Documents (including without limitation ranking pari passu in connection right of payment and of security with the repayment Existing Term Loans and maturing on the same date that the Existing Term Loans mature (i.e., the Original Loan Maturity Date)). The New Term Loans will treated as being fungible with the Existing Term Loans for U.S. federal income tax purposes and will trade under the same CUSIP number as the Existing Term Loans. The New Term Loans will (x) amortize at the same rate of amortization as the Existing Term Loans, resulting in the New Term Loans having the same Weighted Average Life to Maturity of the Existing Term Loans (it being understood that the quarterly amortization amounts reflected in Section 2.09 of the Credit Agreement, as amended by this First Amendment, reflect an annual rate of amortization on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing aggregate Term Loans outstanding immediately prior as of the First Amendment Effective Date that is marginally greater than 1% of the original principal amount of the Term Loans) and (y) otherwise be on the exact same terms applicable to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (cii) Subject to The Administrative Agent has prepared a schedule attached hereto as Annex I (the terms and conditions set forth herein, each “New Term Loan Assignee agrees Commitment Schedule”) which sets forth the allocated commitments received by it (collectively, the “New Term Loan Commitments”) from the New Term Loan Lender. The Administrative Agent has notified the New Term Loan Lender of its allocated New Term Loan Commitment, and the New Term Loan Lender is a signatory to purchase from one or more Fronting Lenders, on or immediately after this First Amendment. (iii) The Borrower and the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loan Lender agree that the New Term Loans in will be issued at a maximum price equal to 99.50% of the aggregate principal amount equal the principal amount thereof. (iv) The Borrower hereby acknowledges that all of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans are being incurred in reliance on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective DateRatio Amount under Section 2.16(c), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee Lender severally agrees to purchase from one or more Fronting Lendersmake New Term Loans to VPI on the First Amendment Effective Date in an aggregate principal amount equal to its New Term Commitment, which shall be made available to the Administrative Agent in immediately available funds in accordance with the Credit Agreement. The “New Term Commitment” of any New Term Lender will be the amount set forth opposite such New Term Lender’s name on or immediately after Schedule 1 hereto. (b) The New Term Loans shall comprise a new Class of Term Loans, and shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents. (c) On the First Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, each New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page party hereto irrevocably consents to this Amendment and fundingall modifications to the Credit Agreement contemplated hereby. (d) Upon the occurrence of the First Amendment Effective Date, or converting its Existing each New Term Loans into, Lender shall have the rights and obligations of a Lender under the Credit Agreement and under any other applicable Loan Documents. (e) VPI and each other Loan Party acknowledges and agrees that (i) the New Term Loans on shall constitute Obligations and have all the benefits thereof and VPI shall be liable for all Obligations with respect to all New Term Loans made to VPI pursuant to this Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, all such Obligations shall constitute Guaranteed Obligations and shall be deemed secured by the Liens granted to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or for the Lenders on benefit of the Amendment No. 2Secured Parties and entitled to the benefits of the Collateral Documents and the Guarantee.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) Date, each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal not to its share exceed such New Term Lender’s New Term Commitment as set forth on the Refinancing Term Loan Allocation Schedule. (b) The aggregate principal amount of the New Term Loan Commitment AmountLoans shall be $350,000,000. (c) The New Term Loans will be used to refinance the Initial Term Loans and, together with cash on hand, pay fees and expenses related to the Amendment. (d) The final maturity date of the New Term Loans shall be March 24, 2024 and the New Term Loans shall not be subject to amortization before such date. (e) The Applicable Rate for the New Term Loans shall be 2.25% per annum for Eurodollar Rate Loans and 1.25% per annum for Base Rate Loans. (f) If the Borrower (A) makes a voluntary prepayment of any New Term Loans pursuant to Section 2.05(a) of the Amended Credit Agreement in connection with a Repricing Transaction, (B) makes a prepayment of any New Term Loans pursuant to Section 2.05(b)(iii)(A) of the Amended Credit Agreement in connection with a Repricing Transaction, or (C) replaces a Lender pursuant to Section 3.07(a) of the Amended Credit Agreement for failing to consent to any departure, waiver, amendment or modification constituting a Repricing Transaction, in each case prior to the six month anniversary of the Amendment No. 2 Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable New Term Lenders, a prepayment premium in an amount equal to 1.0% of the principal amount prepaid (or, in the case of clause (C) above, an amount equal to 1.0% of the principal amount of New Term Loans repaid or required to be assigned in connection with such replacement). (g) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date, each Continuing Term Lender agrees to convert all (or such lesser amount as the Amendment No. 2 Arrangers may allocate) of its Original Term Loans into Converted Term Loans. Without limiting the generality of the foregoing, each Continuing Term Lender shall have a commitment to acquire New Term Loans in the amount of Original Term Loans then held by such Continuing Term Lender. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversionconversion, each such Continuing Term Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees (if any) and interest accrued to such date with respect to all of its Existing Original Term Loans. (ch) Subject to the terms and conditions set forth herein, each Each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, funding (or converting its Existing Original Term Loans into, ) New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this AmendmentDate, shall be deemed to have acknowledged receipt of, and consented to and approved, approved this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date)Amendment, each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the any class of Lenders on the Amendment No. 2

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all of its Existing Term Loans outstanding immediately prior as a New Term Loans on the date requested by the Borrower to be the Amendment No. 2 Effective Date (or such lesser amount as may which date shall not be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Datelater than March 15, 2011) into New Term Loans and (ii) each Fronting Lender agrees to fund a New Term Loan in a principal amount equal to its share of the such Continuing Term Lender’s New Tranche A Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such or New Tranche B Term Loan ConversionCommitment, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date applicable and (ii) each Additional Term Lender agrees to make a New Tranche A Term Loan and/or New Tranche B Term Loan on such date to the Borrower in a principal amount equal to such Additional Term Lender’s New Tranche A Term Loan Commitment and/or New Tranche B Term Loan Commitment. For purposes hereof, a Person may become a party to the Credit Agreement as amended hereby and a New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective Lender as of the Amendment No. 2 Effective Date by executing and delivering to the Administrative Agent, on or prior to the Amendment Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required a Lender Addendum in its capacity as a New Term Lender. The Borrower shall give notice to be delivered to, or be approved by or satisfactory to, the Administrative Agent of the proposed Amendment Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each Lender and each Additional Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by JPMorgan. (b) Each Additional Term Lender will make its New Tranche A Term Loan or the Lenders New Tranche B Term Loan, as applicable, on the Amendment NoEffective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Credit Agreement, mutatis mutandis, an amount equal to its New Tranche A Term Loan Commitment or New Tranche B Term Loan Commitment, as applicable. 2The “New Tranche A Term Loan Commitment” (i) of any Continuing Tranche A Term Loan Lender will be the amount of its Existing Tranche A Term Loans as set forth in the Register or, if a lesser amount, as allocated to it by the Administrative Agent and notified to it on or prior to the Amendment Effective Date, to be continued as the New Tranche A Term Loans in such amount and (ii) of any Additional Tranche A Term Lender will be such amount (not exceeding any commitment offered by such Additional Tranche A Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Amendment Effective Date. The “New Tranche B Term Loan Commitment” (i) of any Continuing Tranche B Term Loan Lender will be the amount of its Existing Tranche B Term Loans as set forth in the Register or, if a lesser amount, as allocated to it by the Administrative Agent and notified to it on or prior to the Amendment Effective Date, to be continued as the New Tranche B Term Loans in such amount and (ii) of any Additional Tranche B Term Lender will be such amount (not exceeding any commitment offered by such Additional Tranche B Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loans. The New Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Sections 2.2 and 2.12, as applicable. Upon continuation, the Continued Term Loans shall be ABR Loans or Eurodollar Loans with Interest Periods as determined by the Borrower, and the Lenders having Existing Term Loans that are prepaid or continued in connection with the making of the New Term Loans shall be entitled to the benefits of Section 2.20 of the Credit Agreement with respect thereto.

New Term Loans. Pursuant to Section 2.10 of the Credit Agreement, and subject to the satisfaction of the conditions set forth in Section 3 hereof, on and as of the Effective Date: (a) Each Incremental Term Loan Lender that is, prior to the Effective Date, a Lender under the Credit Agreement (an “Increasing Term Loan Lender”) agrees that upon, and subject to, the occurrence of the Effective Date, such Incremental Term Lender’s Commitment shall be increased, as contemplated by Section 2.10 of the Credit Agreement, by the amount set forth opposite such Incremental Term Lender’s name under the heading “New Term Loan Commitment” on Schedule 1 to this Amendment. From and after the Effective Date, each reference in the Credit Agreement to any Increasing Term Loan Lender’s Commitment shall mean its Commitment, as increased by the amount set forth opposite such Incremental Term Lender’s name under the heading “Incremental Commitment” on Schedule 1 to this Amendment, and as set forth opposite its name on Schedule 2 to this Amendment under the heading “Commitment” on Schedule 2 to this Amendment. (b) Each Incremental Term Loan Lender that is not, prior to the Effective Date, a Lender under the Credit Agreement (each, an “Additional Term Loan Lender”), agrees that upon, and subject to, the occurrence of the Effective Date, such Incremental Term Loan Lender shall be deemed to be, and shall become, a “Lender” for all purposes of, and subject to all the obligations of a “Lender” under, the Credit Agreement and the other Loan Documents, and shall have a Commitment that is equal to the amount set forth opposite such Incremental Term Loan Lender’s name under the heading “Incremental Commitment” on Schedule 1 to this Amendment. The Borrower shall give and the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in hereby agree that from and after the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying each Additional Term Loan Lender shall be deemed to be, and shall become, a “Lender” for all purposes of, and with all the rights and remedies of a “Lender” under, the Credit Agreement and the other Loan Documents. From and after the Effective Date, each reference in the Credit Agreement to any Additional Term Loan Lender’s Commitment shall mean its Commitment as established pursuant to this Amendment, and as set forth opposite its name on Schedule 2 to this Amendment under the heading “Commitment” on Schedule 2 to this Amendment. (Ac) Each Increasing Term Loan Lender and each Additional Term Loan Lender hereby agrees to make New Term Loans to the Borrower on the Effective Date in a principal amount not to exceed its respective incremental Commitment, which constitutes such Person’s Commitment (as determined giving effect to this Amendment) net of the aggregate principal amount and Type of New Term such Person’s Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (bd) Subject to the terms The Borrower and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Lender agrees to convert all of its Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to each hereby acknowledge that, in accordance with Section 2.10(d) of the Amendment No. 2 Effective Date) into New Term Loans and (ii) Credit Agreement, each Fronting Lender agrees to fund a New Additional Term Loan in a principal amount equal to its share of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Amendment No. 2 Effective Date of the unpaid fees and interest accrued is reasonably acceptable to such date with respect to all of its Existing Term Loansparty. (c) Subject to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, New Term Loans on the Amendment No. 2 Effective Date and (ii) each New Term Loan Assignee, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Amendment No. 2

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) A. Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date (i) each Continuing Term B Lender agrees to convert continue all or a portion (as determined by the Arranger and notified to such Lender) of its Existing Term B Loans outstanding immediately prior as a New Term B Loan on the date requested by the Borrower to be the Third Amendment No. 2 Effective Date (or such lesser in a principal amount as may be allocated equal to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date) into New Existing Term B Loans and (ii) each Fronting Additional Term B Lender agrees to fund a make New Term Loan B Loans on such date to the Borrower in a principal amount equal to its share such Additional Term B Lender’s New Term B Loan Commitment (as defined below). For purposes hereof, a Person may become a party to the Credit Agreement as amended hereby and become a New Term B Lender as of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender shall be entitled to receive payment on the Third Amendment No. 2 Effective Date of by executing this Amendment or the unpaid fees Lender New Commitment, as applicable, and interest accrued to such date with respect to all of its Existing Term Loans. (c) Subject delivering to the terms and conditions set forth herein, each New Term Loan Assignee agrees to purchase from one or more Fronting LendersAdministrative Agent, on or immediately after prior to the Third Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount of the Existing Term Loans held by such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its counterpart signature page to this Amendment or the Lender New Commitment, as applicable, in its capacity as a New Term B Lender. The Borrower shall give notice to the Administrative Agent of the proposed Third Amendment Effective Date not later than one Business Day prior thereto, and fundingthe Administrative Agent shall notify each New Term B Lender thereof. For the avoidance of doubt, or converting its the Existing Term B Loans into, of a Continuing Term B Lender must be continued in whole and may not be continued in part unless approved or otherwise determined by the Administrative Agent. B. Each Additional Term B Lender will make its New Term B Loan on the Third Amendment Effective Date by making available to the Administrative Agent, in accordance with the Credit Agreement, an amount equal to its New Term B Loan Commitment. The “New Term B Loan Commitment” of any Additional Term B Lender will be such amount (not exceeding any commitment offered by such Additional Term B Lender) allocated to it by the Arranger and notified to it and the Administrative Agent on or prior to the Third Amendment Effective Date. The commitments of the Additional Term B Lenders and the continuation undertakings of the Continuing Term B Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term B Loan. The New Term B Loans may from time to time be Base Rate Loans or LIBOR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with the Credit Agreement. Each New Term B Lender, as to itself, hereby agrees to waive any indemnity claim for breakage costs under Section 2.8.5 of the Credit Agreement in connection with the prepayment or replacement of Existing Term B Loans contemplated hereby. C. The obligation of each New Term B Lender to make or acquire by continuation New Term B Loans on the Third Amendment No. 2 Effective Date is subject to the satisfaction of the conditions set forth in Section III of this Amendment. D. On and after the Third Amendment Effective Date, each reference in the Loan Documents to “Term B Loans” shall be deemed a reference to the New Term B Loans contemplated hereby, except as the context may otherwise require, each reference to “Term B Lenders” shall be deemed a reference to the New Term B Lenders. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term B Lender in respect of such Lender’s Existing Term B Loans. E. The principal of the New Term B Loans shall be due and payable in quarterly installments, each equal to (a) one-quarter of two and a half percent (0.625%) for each payment due on December 31, 2017 and (iib) one-quarter of one percent (0.250%) on each Quarterly Payment Date that occurs after December 31, 2017 and continuing through (and including) the last Quarterly Payment Date prior to the Term B Loan Maturity Date, in each case, calculated as a percentage of the original principal amount subject to adjustment pursuant to the terms of the Credit Agreement as amended by this Amendment); provided that each New Term Loan AssigneeB Lender hereby acknowledges and agrees that the Borrower has prepaid, by delivering its signature page prior to the date hereof, all amounts due pursuant to this Amendmentparagraph. All amounts of principal, interest and fees relating to Refinancing Loans not due and payable before the Term B Loan Maturity Date are due and payable on the Term B Loan Maturity Date. F. The final maturity date of the New Term B Loans shall be deemed the Term B Loan Maturity Date. G. The continuation of Continued Term B Loans may be implemented pursuant to have acknowledged receipt of, and consented to and approved, this Amendment (such consent and approval effective as of the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved procedures specified by or satisfactory to, the Administrative Agent or and the Lenders Arranger (in consultation with the Borrower), including by repayment of Continued Term B Loans of a Continuing Term B Lender on the Third Amendment No. 2Effective Date from the proceeds of New Term B Loans followed by a subsequent assignment to it of New Term B Loans in the same amount and each Continuing Term B Lender hereby agrees to execute such other documentation as may be required to evidence such Continuing Term B Lender’s New Term B Loan Commitment.

New Term Loans. (a) The Borrower shall give the Administrative Agent irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days prior to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date requested by the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date. (b) Subject to the terms and conditions set forth herein, on the Amendment No. 2 Effective Date herein (i) each Continuing Term Lender agrees to convert continue all (or, at the Lead Arranger’s election, part) of its Existing Term Loans outstanding immediately prior as a New Term Loan on the date requested by the US Borrower to be the Second Amendment No. 2 Effective Date (or such lesser which date shall not be later than May 31, 2013) in a principal amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior up to the Amendment No. 2 Effective Date) into amount of such Continuing Term Lender’s New Term Loans Loan Commitment (as defined below) and (ii) each Fronting Additional Term Lender agrees to fund make a New Term Loan on such date to the US Borrower in a principal amount equal to such Additional Term Lender’s New Term Loan Commitment. For purposes hereof, a Person may become a party to the Amended Credit Agreement and a New Term Lender as of the Second Amendment Effective Date by executing and delivering to the Administrative Agent, on or prior to the Second Amendment Effective Date, a Lender Addendum in its share capacity as a New Term Lender. The US Borrower shall give notice to the Administrative Agent of the proposed Second Amendment Effective Date not later than one Business Day prior thereto, and the Administrative Agent shall notify each Term Lender and each Additional Term Lender thereof. For the avoidance of doubt, the Existing Term Loans of a Continuing Term Lender must be continued in whole and may not be continued in part unless approved by X.X. Xxxxxx Securities LLC (the “Lead Arranger”). (b) Each Additional Term Lender will make its New Term Loan on the Second Amendment Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.2 of the Credit Agreement, an amount equal to its New Term Loan Commitment. Each Existing Term Loan continued by a Continuing Term Lender as a New Term Loan as contemplated herein is referred to herein as a “Continued Term Loan”. The “New Term Loan Commitment” (i) of any Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Second Amendment Effective Date or, if less, as allocated to it by the Administrative Agent and notified to it on or prior to the Second Amendment Effective Date, which shall be continued as an equal amount of New Term Loans, and (ii) of any Additional Term Lender will be such amount (not exceeding any commitment offered by such Additional Term Lender) allocated to it by the Administrative Agent and notified to it on or prior to the Second Amendment Effective Date. The commitments of the Additional Term Lenders and the continuation undertakings of the Continuing Term Lenders are several and no such Lender will be responsible for any other such Lender’s failure to make or acquire by continuation its New Term Loan. The New Term Loans may from time to time be ABR Loans or Eurodollar Loans, as determined by the US Borrower and notified to the Administrative Agent as contemplated by Sections 2.2 and 2.12. Upon continuation, the Continued Term Loans shall be ABR Loans or Eurodollar Loans with Interest Periods as determined by the US Borrower, and the Lenders having Existing Term Loans that are prepaid or continued in connection with the making of the New Term Loan Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Term Loan Conversion, each such Continuing Lender Loans shall be entitled to receive payment the benefits of Section 2.20 of the Credit Agreement with respect thereto. (c) The obligation of each New Term Lender to make or acquire by continuation New Term Loans on the Second Amendment No. 2 Effective Date is subject to the satisfaction of the unpaid fees conditions set forth in Section 4 of this Amendment. (d) On and interest accrued after the Second Amendment Effective Date, each reference in the Credit Agreement to such date “Term Loans” shall be deemed a reference to the New Term Loans contemplated hereby, except as the context may otherwise require. Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to all indemnification, reimbursement of its costs and expenses, increased costs and break funding payments shall continue in full force and effect with respect to, and for the benefit of, each Existing Term Loan Lender in respect of such Lender’s Existing Term Loans. (ce) Subject to For the terms avoidance of doubt, the Lenders hereby acknowledge and conditions set forth hereinagree that, each New Term Loan Assignee agrees to purchase from one or more Fronting Lenders, on or immediately after at the Amendment No. 2 Effective Date, pursuant to one or more Assignment and Assumptions, New Term Loans in a maximum principal amount equal the principal amount sole option of the Lead Arranger, any Lender with Existing Term Loans held by which are replaced as contemplated hereby shall, automatically upon receipt of the amount necessary to purchase such New Term Loan Assignee (or such lesser amount as may be allocated to such Lender as notified to such Lender by the Administrative Agent prior to the Amendment No. 2 Effective Date); (i) Each Replacement Lender, by delivering its signature page to this Amendment and funding, or converting its ’s Existing Term Loans intoso replaced, New Term Loans on the Amendment No. 2 Effective Date at par, and (ii) each New Term Loan Assigneepay all accrued interest thereon, by delivering its signature page to this Amendment, shall be deemed to have acknowledged receipt ofassigned such Loans pursuant to a form of Assignment and Assumption and, and consented to and approvedaccordingly, this Amendment (such consent and approval effective as of no other action by the Amendment No. 2 Effective Date), each Loan Document (including, without limitation, the Intercreditor Agreement) and each other document required to be delivered to, or be approved by or satisfactory toLenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders on hereby agree to waive the Amendment No. 2notice requirements of Section 2.10 of the Credit Agreement in connection with the prepayment or replacement of Existing Term Loans contemplated hereby.