Common use of of the Credit Agreement Clause in Contracts

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under The Designated Borrower hereby agrees that prior to becoming entitled to utilize the terms of Credit Facilities provided for in the Credit Agreement or the Administrative Agent and the Lenders under the terms applicable Facility or Facilities shall have received such supporting resolutions, incumbency certificates, opinions of the counsel and other Loan Documents executed in connection documents or information (including all such documents or information required to comply with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. FurtherPatriot Act), in each case consistent with the event documents and information required to be delivered thereunder with respect to the Borrowers on the Closing Date (but with such differences as may be appropriate in light of such acceleration, this Competitive Bid Noteapplicable local law), and all other Obligations of the promissory notes signed by such Designated Borrower to the Lender shallextent any Lenders under the applicable Facility so require. THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT AND THE CREDIT AGREEMENT SHALL BE GOVERNED BY, subject AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE IN THAT PROVINCE. Very truly yours, OPEN TEXT CORPORATION By________________________ Name: Title: [THE DESIGNATED BORROWER] By________________________ Name: Title: Acknowledged and Agreed to as of the date first above written: Barclays Bank PLC, as Administrative Agent By________________________ Name: Title: SCHEDULE 11 DESIGNATED BORROWER NOTICE [date] To each of the Lenders party to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees Credit Agreement referred to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsbelow, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Open Text ULC [ADDRESS]

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). Exhibit G-1 – Form of Revolving Note THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-1 – Form of Revolving Note EXHIBIT G-2 FORM OF SWINGLINE NOTE $ , For value received, the undersigned XXXXXXX PRODUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to or its registered assigns (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swingline Advances from the date of such Swingline Advances until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Swingline Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwingline Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms and conditions of, the Credit Agreement dated as of May 2, 2014 (as the Loan Documentssame may be amended, become immediately due and payablerestated, without presentationsupplemented or otherwise modified from time to time, demandthe “Credit Agreement”), protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to lenders party thereto (the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements“Lenders”), and interest due hereunder thereon at Xxxxx Fargo Bank, National Association, as administrative agent (the rates set forth above“Administrative Agent”), as Issuing Lender and as Swingline Lender. Capitalized terms used in this Swingline Note that are defined in the Credit Agreement and not otherwise defined in this Swingline Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swingline Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Advance being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swingline Note upon the occurrence happening of certain events stated in the Credit Agreement and for the optional and mandatory prepayments of Competitive Bid Loans principal prior to the maturity of this Swingline Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this Swingline Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swingline Note. This Competitive Bid Swingline Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranty.

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is accelerated authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the terms Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.following payments

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed in connection with Except as specifically provided by the Credit Agreement, the then remaining principal amount Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and accrued any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS SWINGLINE NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE Exhibit E – Form of Swingline Note TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. DIAMOND OFFSHORE DRILLING, INC. By: Name: Title: Exhibit E-2 – Form of Swingline Note EXHIBIT F FORM OF LEGAL OPINION See Attached. xxx.xxxxxxxxxxx.xxx FIRM and AFFILIATE OFFICES NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SAN DIEGO BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY ATLANTA BALTIMORE WILMINGTON MIAMI PITTSBURGH NEWARK LAS VEGAS CHERRY HILL BOCA RATON LAKE TAHOE MEXICO CITY ALLIANCE WITH MIRANDA & XXXXXXXXX National Association, as Administrative Agent September 28, 2012 To the Lender Parties party to the Credit Agreement referred to below, including Xxxxx Fargo Bank, Re: 5-Year Revolving Credit Agreement Ladies and Gentlemen: We have acted as counsel to Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”) in connection with the transactions contemplated by the 5-Year Revolving Credit Agreement, dated as of September 28, 2012 (the “Credit Agreement”), among the several lenders party thereto (the “Lenders”), the Issuing Banks party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Swingline Lender, and the Company, as Borrower. Capitalized terms defined in the Credit Agreement and used (but unpaid interest thereafter shall bear interest which shall be payable not otherwise defined) herein are used herein as so defined. For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (a) the Credit Agreement, the Notes issued by the Company on demand at the rates per annum set forth in Article II date hereof and the Fee Letters (collectively, the “Specified Loan Documents”), (b) the Certificate of Incorporation of the Company certified by the Secretary of State of the State of Delaware and the Amended and Restated By-Laws of the Company, as amended to date (collectively, the “Organizational Documents”), (c) a certificate of an officer of the Company delivered pursuant to Section 4.01(e) of the Credit Agreement, (d) a certificate of the secretary of the Company attesting to, among other matters: (i) the absence of any amendment to the Certificate of Incorporation of the Company, or of any proceedings therefor since the maximum rate permitted under applicable lawdate of the certification referred in clause (b) above; (ii) the Amended and Restated By-Laws of the Company; (iii) resolutions adopted by the Executive Committee of the Board of Directors of the Company; and (iv) the incumbency of certain persons; and (e) a certificate of good standing of the Company from the Secretary of State of the State of Delaware, if lowera certificate of fact of the Company from the Secretary of State of the State of Texas, until and a certificate of account status of the Company from the Texas Comptroller of Public Accounts, copies of each of which are attached as Schedule I hereto (collectively, the “Good Standing Certificates”). We have also examined such principal other certificates of public officials, such other certificates of officers of the Company and interest such other records, agreements, documents and instruments as we have been paid in fulldeemed relevant and necessary as a basis for the opinions hereafter set forth. FurtherXXXXX XXXXXX LLP 0000 XXXX XXX XXXXXXXXX, in XXXXX 000 XXXXXXX, XX 00000-0000 PHONE: +0 000 000 0000 FAX: +0 000 000 0000 To the event Lender Parties party to the Credit Agreement, including Xxxxx Fargo Bank, National Association, as Administrative Agent September 28, 2012 In such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such accelerationdocuments, this Competitive Bid Note(v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects, and all (vi) that there are no fees, charges, benefits or other Obligations of the Borrower compensation that has been or will be paid, directly or indirectly to the any Lender shallor for any Lender’s benefit, subject to the terms and conditions of except as specified in the Loan Documents, become immediately due (vii) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (viii) that the conduct of the parties has complied with the requirements of good faith, fair dealing and payable, conscionability and (ix) that each Lender Party has acted in good faith and without presentation, demand, protest or notice of any kind, all defense against the enforcement of which are hereby waived any right created by the BorrowerLoan Documents. In As to all questions of fact material to these opinions, we (a) have relied solely upon the event this Competitive Bid Note is above-referenced certificates or comparable documents and upon the representations and warranties contained in the Loan Documents and other documents delivered pursuant thereto, (b) have not paid when due at performed or had performed any stated independent research of public records and (c) have assumed that certificates of or accelerated maturity, the Borrower agrees to pay, in addition other comparable documents from public officials dated prior to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration date hereof remain accurate as of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified thereindate hereof. Except as permitted by Section 11.01 expressly set forth in this Opinion, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of facts, searched the books or records of the Credit AgreementCompany, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed bysearched any internal files, and construed in accordance withcourt files, the law of the State of Georgia. All Persons bound on this obligationpublic records, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against information, collected or examined or reviewed any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied communications, instruments, agreements, documents, financial statements or until it can be shown that the maker tax filings, minutes, records or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonliens.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed Except as specifically provided in connection with the Credit Agreement, the then remaining Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swing Line Note shall operate as a waiver of such rights. This Swing Line Note is given in renewal and modification of, and in exchange for, but not in discharge or novation of, that certain Swing Line Note dated October 4, 2011 made by the Borrower payable to the order of the Payee in an aggregate principal amount of [$ ]. Exhibit H – Form of Swing Line Note THIS SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit H – Form of Swing Line Note EXHIBIT I-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and accrued but unpaid interest thereafter Restated Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the Issuing Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Swing Line Lender. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall bear interest which shall be payable on demand at have the rates per annum set forth meanings given to them in Article II the Credit Agreement. Pursuant to the provisions of Section 2.13 of the Credit Agreement, or the maximum rate permitted under applicable lawundersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, if lower(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Lender shallBorrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, subject the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the terms and conditions undersigned, or in either of the Loan Documentstwo calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: , become immediately due 20[ ] EXHIBIT I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and payableRestated Credit Agreement dated as of November 26, without presentation2013 (as amended, demandrestated, protest supplemented or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityotherwise modified from time to time, the Borrower agrees “Credit Agreement”), among Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to paytime party thereto, the Issuing Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Swing Line Lender. Unless otherwise defined herein, terms defined in addition the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the principal and interest, all costs provisions of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this Competitive Bid Note may certificate, (ii) it is not be assigned by a bank within the Lender to another Person. This Competitive Bid Note shall be governed bymeaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and construed (iv) it is not a controlled foreign corporation related to the Borrower as described in accordance withSection 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the law undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the State two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of GeorgiaNovember 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the Issuing Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Swing Line Lender. All Persons bound Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this obligationcertificate changes, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the full extent permitted by law undersigned, or in either of the benefits two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of all November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the Issuing Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Swing Line Lender. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of law for stay Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or delay indirect partners/members are the sole beneficial owners of execution or sale such Advance (s) (as well as any Note(s) evidencing such Advance (s)), (iii) with respect to the extension of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that credit pursuant to the maker Credit Agreement or any other party hereto had no property available for Credit Document, neither the satisfaction undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the debt evidenced Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this instrumentcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or until any other proceedings can in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] SCHEDULE I Pricing Schedule The Applicable Margin with respect to the Commitment Fees, Revolving Advances, and, if applicable, Swing Line Advances shall be had against any of them, also their rightdetermined in accordance with the following Table based on the Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the financial statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to require such Applicable Margin shall be effective on the holder hereof date the Administrative Agent receives the applicable financial statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to hold deliver the financial statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as security of the date such financial statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to the Commitment Fees, Revolving Advances, and, if applicable, Swing Line Advances shall be determined at Level VII and shall remain at such level until the date such financial statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level III described below until delivery of its audited financial statements and corresponding Compliance Certificate for this Competitive Bid Note the fiscal year ended December 31, 2013. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any collateral deposited period shall be subject to the provisions of Section 2.8(c). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from lowest (Level I) to the highest (Level VII). Applicable Margin Leverage Ratio Eurodollar Advances Base Rate Advances Commitment Fee Level I Is less than 1.00 1.50 % 0.00 % 0.25 % Level II Is greater than or equal to 1.00 but less than 1.50 1.75 % 0.25 % 0.375 % Level III Is greater than or equal to 1.50 but less than 2.25 2.00 % 0.50 % 0.375 % Level IV Is greater than or equal to 2.25 but less than 3.00 2.25 % 0.75 % 0.375 % Level V Is greater than or equal to 3.00 but less than 3.50 2.50 % 1.00 % 0.50 % Level VI Is greater than or equal to 3.50 but less than 4.00 3.00 % 1.50 % 0.50 % Level VII Is greater than or equal to 4.00 3.50 % 2.00 % 0.50 % SCHEDULE II Revolving Commitments, Contact Information ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER Xxxxx Fargo Bank, National Association Address: 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, XX 00000 Attn: Syndication/Agency Services Telephone: 000-000-0000 Facsimile: 704-715-0017 with a copy to: Address: 1000 Louisiana, 0xx Xxxxx XXX X0000-000 Xxxxxxx, Xxxxx 00000 Attn: X.X. Xxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 CREDIT PARTIES Borrower/Guarantors Address for Notices: 000 Xxxxxxxx Xxxx Xxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Lender Revolving Commitment Xxxxx Fargo Bank, National Association $ 100,000,000 JPMorgan Chase Bank, N.A. $ 100,000,000 Bank of America, N.A. $ 100,000,000 Citibank, N.A. $ 80,000,000 Deutsche Bank AG New York Branch $ 80,000,000 HSBC Bank USA, N.A. $ 75,000,000 Comerica Bank $ 45,000,000 Amegy Bank National Association $ 20,000,000 TOTAL: $ 600,000,000 Schedule 5.8 Requirements for New Subsidiaries Within 14 days, or such later date as accepted by any the Administrative Agent (or, with respect to the creation or acquisition of said Persons a Foreign Subsidiary, within 30 days or such later date as security. Protestaccepted by the Administrative Agent) of creating a new Subsidiary or acquiring a new Subsidiary, notice the Administrative Agent shall have received each of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.the following to the extent applicable:

of the Credit Agreement. If payment All payments of all sums due hereunder is accelerated under principal of and interest on this Note shall be payable in lawful currency of the terms United States of America to the account designated by the Agent (and as to which the Agent has notified the Borrower) in immediately available funds in accordance with Section 3.6 of the Credit Agreement or under the terms of the other Loan Documents executed in connection with Agreement. This Note is a Term Note referenced in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the then remaining security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be or may automatically become immediately due and payable. This Note evidences Indebtedness heretofore evidenced by the Lender's Bridge Note, the outstanding principal amount of which was converted into the Lender's portion of the Term Loan, and accrued but unpaid interest thereafter this Note shall bear interest which shall be constitute an extension and renewal of the Lender's Bridge Note and not a payment or novation thereof. 117 THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and notice of any kind with respect to this Note. All amounts owing hereunder are payable on demand at by the rates per annum set forth in Article II Borrower without relief from any valuation or appraisal laws. Executed under seal as of the day and year first above written. SURVIVAL TECHNOLOGY, INC. By: ------------------------------------- Name: Title: Xxxxxxxx xx Xxxx Xxxn and Repayments Person Amount of Amount of Outstanding Making Date Bridge Loan Repayment Balance Notation ---- ----------- --------- ----------- -------- 119 EXHIBIT D FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate is delivered pursuant to [clause a(iii)] [clause (c)] of Section 6.1.1 of the Credit Agreement, or the maximum rate permitted under applicable lawdated as of April 15, if lower, until such principal 1996 (together with all amendments and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their rightmodifications, if any, from time to require time made thereto, the holder hereof "Credit Agreement"), among [SURVIVAL TECHNOLOGY, INC., a Delaware corporation, as successor by merger to] BRUNSWICK BIOMEDICAL CORPORATION, a Massachusetts corporation (the "Borrower"), the various lenders (the "Lenders"), as are, or may from time to hold time become, parties thereto and INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION, as security Agent for this Competitive Bid Note any collateral deposited by any the Lenders. Unless otherwise defined, terms used herein (including the attachments hereto) have the meanings provided in the Credit Agreement. The undersigned, being the duly elected, qualified and acting chief [executive/accounting/financial] officer of said Persons the Borrower, on behalf of the Borrower and solely in his/her capacity as security. Protestan officer of the Borrower, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.certifies and warrants that:

of the Credit Agreement. If payment The holder of all sums due hereunder this Note is accelerated under authorized to record the terms date and amount of each Loan made by the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower continuation made pursuant to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.6 of the Credit Agreement, this Competitive Bid Note may not on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be assigned attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to another Personmake any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Competitive Bid Note is one of the Revolving Credit Notes referred to in the Credit Agreement dated as of June 7, 2013, among the Borrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrumentbecome, or until any other proceedings can may be had against any declared to be, immediately due and payable all as provided therein. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, its General Partner By: Name: Title: Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of themReference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By of Schedule to Note EURODOLLAR LOANS, also their rightCONVERSIONS AND PAYMENTS OF EURODOLLAR LOANS Date Amount of Eurodollar Loans Made or Converted from Reference Rate Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Eurodollar Loans Paid or Converted into Reference Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By EXHIBIT B FORM OF SWING LINE NOTE New York, if anyNew York , to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.20

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swing Line Note shall operate as a waiver of such rights. THIS SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. ALY ENERGY SERVICES INC. By: Name: Title: Exhibit H-3 – Form of Swing Line Note EXHIBIT H-4 FORM OF CAPEX NOTE $__________________ ______________, ___ For value received, the undersigned ALY ENERGY SERVICES INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of ______________ (“Payee”) the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the CapEx Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the CapEx Advances from the date of such CapEx Advances until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this CapEx Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This CapEx Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteCapEx Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms of, the Credit Agreement dated as of October 26, 2012 (as the same may be amended, restated, amended and conditions of restated, supplemented or otherwise modified from time to time, the Loan Documents“Credit Agreement”), become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to lenders party thereto (the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements“Lenders”), and interest due hereunder thereon at Xxxxx Fargo Bank, National Association, as administrative agent (the rates set forth above“Administrative Agent”) for the Lenders, as issuing lender and as swing line lender. Capitalized terms used in this CapEx Note that are defined in the Credit Agreement and not otherwise defined in this CapEx Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the CapEx Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such CapEx Advance being evidenced by this CapEx Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid CapEx Note upon the occurrence happening of certain events stated in the Credit Agreement and for the optional and mandatory prepayments of Competitive Bid Loans principal prior to the maturity of this CapEx Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this CapEx Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this CapEx Note. This Competitive Bid CapEx Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranty.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of Except as specifically provided in the Credit Agreement or under the terms of and the other Loan Documents executed in connection with the Credit AgreementDocuments, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees No failure to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsexercise, and interest due no delay in exercising, any rights hereunder thereon at on the rates set forth above. The Credit Agreement provides for the acceleration part of the maturity holder of this Competitive Bid Swing Line Note upon the occurrence shall operate as a waiver of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified thereinsuch rights. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid This Swing Line Note may not be assigned by except in compliance with the Lender Credit Agreement. THIS SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (EXCEPT THAT CHAPTER 346 OF THE TEXAS FINANCE CODE SHALL NOT APPLY TO THIS SWING LINE NOTE). THIS SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. HI-CRUSH PARTNERS LP By: Hi-Crush GP LLC, its general partner By: Name: Title: Exhibit G-2 – Form of Swing Line Note SCHEDULE I Pricing Schedule The Applicable Margin with respect to another Person. This Competitive Bid Note Commitment Fee, Revolving Advances, and Swing Line Advances (if applicable) shall be governed by, and construed determined in accordance with, with the law of following Table based on the State of GeorgiaBorrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the Financial Statements most recently delivered pursuant to Section 5.2. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their rightAdjustments, if any, to require such Applicable Margin shall be effective on the holder hereof date the Administrative Agent receives the applicable Financial Statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to hold deliver the Financial Statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as security of the date such Financial Statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fee, Revolving Advances, and Swing Line Advances (if applicable) shall be determined at Level III and shall remain at such level until the date such Financial Statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level I until delivery of its unaudited Financial Statements and corresponding Compliance Certificate for this Competitive Bid Note the fiscal quarter ending September 30, 2012. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any collateral deposited by any period shall be subject to the provisions of said Persons as securitySection 2.7(c). ProtestFor the avoidance of doubt, notice of protestthe levels on the pricing grid set forth below are set forth from highest (Level III) to the lowest (Level I). Applicable Margin Leverage Ratio Eurodollar Advances Base Rate Advances Commitment Fee Level III Is equal to or greater than 2.00 3.50 % 2.50 % 0.500 % Level II Is equal to or greater than 1.00 but less than 2.00 3.00 % 2.00 % 0.500 % Level I Is less than 1.00 2.50 % 1.50 % 0.375 % Schedule I SCHEDULE II Commitments, notice of dishonorContact Information ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER Amegy Bank National Association Address for Notices: 0000 Xxxx Xxx Xxxxxxx Xxxxxxx, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Xxxxx 00000

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE LIMITED By: -------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ----------- -- REVOLVING CREDIT NOTE $6,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE FRANCE SARL, a societe a responsabilite limitee organized under the laws of France (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment Except as specifically provided by the Credit Agreement, the Parent hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Exhibit E-1 – Form of Swingline Note (Parent) THIS SWINGLINE NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. DIAMOND OFFSHORE DRILLING, INC. By: Name: Title: Exhibit E-1 – Form of Swingline Note (Parent) EXHIBIT E-2 FORM OF SWINGLINE NOTE (BORROWING SUBSIDIARY) $ , FOR VALUE RECEIVED, the undersigned, a (the “Subsidiary Borrower”), hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Subsidiary Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Subsidiary Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Swingline Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwingline Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityof, the Borrower agrees 5-Year Revolving Credit Agreement dated as of September 28, 2012 (as amended, restated, supplemented or otherwise modified from time to paytime, the “Credit Agreement”), by and among the Parent, each Borrowing Subsidiary, the Lenders who are or may become a party thereto, the issuing banks party thereto and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth aboveCredit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrowers in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Subsidiary Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swingline Note upon the occurrence happening of certain events stated in the Credit Agreement and for the prepayments of Competitive Bid Loans principal prior to the maturity of this Swingline Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same day funds. The Lender shall record payments of principal made under this Swingline Note, this Competitive Bid Note may not be assigned by but no failure of the Lender to another Person. This Competitive Bid Note make such recordings shall be governed by, and construed in accordance with, affect the law of the State of Georgia. All Persons bound on Subsidiary Borrower’s repayment obligations under this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonSwingline Note.

of the Credit Agreement. If payment The holder of all sums due hereunder this Note is accelerated under authorized to record the terms date and amount of each Loan made by the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II Lender pursuant to Section 2.1 of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such each payment of principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Notewith respect thereto, and all other Obligations of the Borrower each conversion or continuation made pursuant to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.6 of the Credit Agreement, this Competitive Bid Note may not on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be assigned attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to another Personmake any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Competitive Bid Note is one of the Notes referred to in the Credit Agreement dated as of March 19, 2020, among Xxxxxxxx 66, as the Borrower, Xxxxxxxx 66 Company, as the Initial Guarantor, the Lender, certain other banks and financial institutions parties thereto, and Mizuho Bank, Ltd., as Administrative Agent (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be governed bydeclared to be, immediately due and payable all as provided therein. HOU:3771695.5 THIS NOTE SHALL BE GOVERNED BY, CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXXX 66 By: Name: Title Signature Page to Note HOU:3771695.5 of Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Reference Rate Loans Made or Converted from Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ HOU:3771695.5 of Schedule to Note EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ HOU:3771695.5 EXHIBIT B [Intentionally Deleted] Exhibit B – Page 1 HOU:3771695.5 EXHIBIT C FORM OF BORROWING REQUEST Mizuho Bank, Ltd., as Administrative Agent Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx, Loan Administration, Americas Business Operations Department Telephone: (000) 000-0000 Email: Xxx_xxxxx@xxxxxxxxxxx.xxx [Date] Reference: Xxxxxxxx 66 Ladies and Gentlemen: The undersigned, XXXXXXXX 66, refers to the Credit Agreement dated as of March 19, 2020 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement,” with terms defined therein and not otherwise defined herein being used herein as therein defined), among the undersigned, Xxxxxxxx 66 Company, as the Initial Guarantor, Mizuho Bank, Ltd., as Administrative Agent, and construed in accordance withthe Lenders. The undersigned hereby gives you notice, the law irrevocably, pursuant to Section 2.3 of the State of Georgia. All Persons bound on this obligationCredit Agreement, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for undersigned hereby requests a borrowing under the satisfaction Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.3 of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Credit Agreement:

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationINMAC SA By: ---------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $8,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseINMAC B.V., a company with limited liability organized under the laws of The Netherlands (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Eight Million Dollars ($8,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE HOLDING B.V. By: ----------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,500,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE NORWAY AS, a corporation organized under the laws of Norway (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any other formality are hereby waived error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by all parties bound hereon.that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro

of the Credit Agreement. If payment It is expressly understood and agreed by each Borrower that (i) the principal balance of all sums due hereunder is accelerated under the terms this Note includes certain Obligations hitherto evidenced by those certain Revolving Credit Notes dated April 28, 2005, those certain Amended and Substituted Revolving Credit Notes dated as of December 10, 2009 and any other Revolving Credit Notes executed by any Borrower in favor of Lender in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the extent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Existing Notes and (c) is in no way intended, and shall not be deemed or construed, to constitute a novation of the Existing Notes. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. MAPCO EXPRESS, INC. By: Name: Xxxx X. Xxx Title: Executive Vice President and Chief Financial Officer By: Name: Xxxxxx X. Xxxxxxxx Title: Vice President Second Amended and Substitute Revolving Note. Schedule A to Revolving Credit Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Amount of Principal Amount of Base Rate Amount of Base Rate Amount Converted to of Base Rate Loans Loans Converted to Unpaid Principal Balance Notation Made Date Loans Base Rate Loans Repaid Eurodollar Loans of Base Rate Loans By Second Amended and Substitute Revolving Note. Schedule B to Revolving Credit Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Interest Period and Amount of Amount Eurodollar Rate Amount of Principal Eurodollar Loans Unpaid Principal Amount of Converted to with Respect of Eurodollar Loans Converted to Base Balance of Notation Date Eurodollar Loans Eurodollar Loans Thereto Repaid Rate Loans Eurodollar Loans Made By Second Amended and Substitute Revolving Note. EXHIBIT G-2 FORM OF SECOND AMENDED AND SUBSTITUTED SWING LINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $10,000,000 New York, New York Dated as of April 28, 2005 Amended and Substituted as of December 10, 2009 Further Amended and Substituted as of ___________ ____, 20_____ FOR VALUE RECEIVED, the undersigned, MAPCO EXPRESS, INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower under the terms Credit Agreement referred to below by execution of a joinder, the “Borrowers”), hereby unconditionally, jointly and severally, promise to pay to Fifth Third Bank (the “Swing Line Lender”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the other Loan Documents executed United States and in connection with immediately available funds, on the Revolving Credit Agreement, Termination Date the then remaining principal amount and accrued but of (a) TEN MILLION DOLLARS ($10,000,000), or, if less, (b) the aggregate unpaid interest thereafter shall bear interest which shall be payable on demand at principal amount of all Swing Line Loans made by the rates per annum set forth in Article II Swing Line Lender to the Borrowers pursuant to Section 2.23 of the Credit Agreement, as hereinafter defined, outstanding on such date. The Borrowers further jointly and severally agree to repay each outstanding Swing Line Loan made by the Swing Line Lender on the date that is the earlier of (x) the Revolving Credit Termination Date and (y) the date that is the seventh Business Day after the date on which such Swing Line Loan is made. Furthermore, the Borrowers agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.13 of such Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the maximum rate permitted under applicable law, if lower, until date and amount of each Swing Line Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof. Each such principal indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrowers in respect of any Swing Line Loan. This Second Amended and interest have been paid in full. Further, Substituted Swing Line Note (a) is the Swing Line Note referred to in the event Second Amended and Restated Credit Agreement dated as of such accelerationDecember 10, this Competitive Bid Note2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Swing Line Lender, the other Lenders parties thereto, Fifth Third Bank, as Administrative Agent, and all other Obligations others, (b) is subject to the provisions of the Borrower Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed to the Lender shallextent provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, subject to the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the Loan Documentsholder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, become all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, as provided in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on parties now and hereafter liable with respect to this obligationNote, whether primarily or secondarily liable as principalsmaker, suretiesprincipal, guarantorssurety, endorsers guarantor, indorser or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonorpresentment, demand, diligence or protest and all other notices of any other formality are hereby waived by all parties bound hereonkind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE AG By: -------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ----------- -- REVOLVING CREDIT NOTE $1,500,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE (AUSTRALIA) PTY LIMITED, a corporation organized under the laws of Australia (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any other formality are hereby waived error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by all parties bound hereon.that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE NORWAY AS By: ------------------------------------ Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,250,000 For value received, suretiesMICRO WAREHOUSE FINLAND OY, guarantors, endorsers or otherwisea corporation organized under the laws of the Republic of Finland (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders which is signatory thereto (including the Lender) and the Administrative

of the Credit Agreement. If payment of all sums due hereunder is accelerated under (i) On the terms full, final, and complete satisfaction of the Credit Obligations (other than contingent indemnification obligations and unasserted expense reimbursement obligations), this Security Agreement shall be of no further force or under effect. Thereafter, upon request, the terms Administrative Agent, on behalf of the Secured Parties, shall provide the Fund, at its sole expense, a written release of their respective obligations hereunder and of the Collateral in form reasonably acceptable to the Fund. Executed on the date first above written. FUND: [XXXXXXX SECURED LENDING III, a Delaware statutory trust By: Name: Title:] THIS SECURITY AGREEMENT ACCEPTED AND AGREED BY: ADMINISTRATIVE AGENT: XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent By: Name: Title: EXHIBIT H FORM OF ASSIGNMENT OF COLLATERAL ACCOUNT [DATE] For value received, [XXXXXXX SECURED LENDING III, a Delaware statutory trust] (“Assignor”) hereby (i) collaterally assigns, grants, charges and pledges to XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent for the benefit of the Secured Parties (as defined below) (“Assignee”) under that certain Revolving Credit Agreement, dated as of April 22, 2022 (as amended, modified, supplemented, or restated from time to time, the “Credit Agreement”; capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement), by and among, inter alios, Carlyle Secured Lending III, a Delaware statutory trust, the other Loan Documents executed Fund Borrowers party thereto, the Qualified Borrowers party thereto, Xxxxxx Xxxxxxx Senior Funding, Inc., as the Administrative Agent (in connection such capacity, the “Administrative Agent”) for the lenders party thereto (together with such other lending institutions which become party to the Credit Agreement, or have been, or may hereafter be, assigned an interest as lender in accordance with the Credit Agreement, the then remaining principal amount “Lenders”; the Administrative Agent and accrued but unpaid Lenders being collectively, the “Secured Parties”), and the other Lenders party thereto, and (ii) grants to Assignee, a lien, claim, encumbrance upon and security interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II each of the Credit Agreementaccounts listed on Schedule I attached hereto at [_______________] (the “Depository”), and any extensions or renewals thereof, if any account is one which may be extended or renewed, and any successor or substitute accounts (such account or accounts and any extensions or renewals being hereinafter collectively called the “Account”), together with all of Assignor’s right, title, and interest (whether now existing or hereafter created or arising) in and to the Account, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon, all proceeds and products thereof (other than Investments of the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteFund), and all instruments, documents, certificates, and other Obligations of writings evidencing the Borrower to Account, on the Lender shall, subject to the following terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.conditions:

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Term Note shall operate as a waiver of such rights. THIS TERM NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS TERM NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS TERM NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. ALY ENERGY SERVICES INC. By: Name: Title: Exhibit H-2 – Form of Term Note EXHIBIT H-3 FORM OF SWING LINE NOTE $__________________ ______________, ___ For value received, the undersigned ALY ENERGY SERVICES INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of ______________ (“Payee”) the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Swing Line Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwing Line Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms of, the Credit Agreement dated as of October 26, 2012 (as the same may be amended, restated, amended and conditions of restated, supplemented or otherwise modified from time to time, the Loan Documents“Credit Agreement”), become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to lenders party thereto (the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements“Lenders”), and interest due hereunder thereon at Xxxxx Fargo Bank, National Association, as administrative agent (the rates set forth above“Administrative Agent”) for the Lenders, as issuing lender and as swing line lender. Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement and not otherwise defined in this Swing Line Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swing Line Note upon the occurrence happening of certain events stated in the Credit Agreement and for the optional and mandatory prepayments of Competitive Bid Loans principal prior to the maturity of this Swing Line Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Competitive Bid Swing Line Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranty.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under The Borrower promises also to pay interest on the terms unpaid principal amount hereof in like money, or in kind, at said office from the date hereof until paid at the rates, at the times, and as otherwise provided in Section 2.03 of the Credit Agreement. This Note is one of the "TRANCHE B NOTES" referred to in that certain Amended and Restated Credit Agreement dated as of October 20, 1999, as amended and restated as of March 27, 2000, as further amended and restated as of November 9, 2000, and as further amended and restated as of May 10, 2002 (said Amended and Restated Credit Agreement, as so amended and restated and as hereafter amended, restated, modified or under supplemented, being the "CREDIT AGREEMENT"; the terms of defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower; certain other Loan Credit Parties, the financial institutions listed therein as Lenders and Non-Continuing Lenders, and Wachovia Bank, National Association (formerly known as First Union National Bank), as Administrative Agent. This Tranche B Note is secured pursuant to the Security Documents executed and the Subsidiary Guaranty. As provided in connection with the Credit Agreement, this Tranche B Note is subject to voluntary prepayment and mandatory repayment prior to the then remaining Maturity Date, in whole or in part. In case an Event of Default shall occur and be continuing, the principal amount of and accrued but unpaid interest thereafter shall bear interest which shall on this Tranche B Note may be declared to be due and payable on demand at in the rates per annum set forth manner and with the effect provided in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the The Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or notice of any kind, all of which are hereby waived by the Borrowerkind in connection with this Tranche B Note. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth aboveTHIS TRANCHE B NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified thereinFAIRPOINT COMMUNICATIONS SOLUTIONS CORP. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.By: ------------------------------------- Title

of the Credit Agreement. If payment All payments of all sums due hereunder is accelerated under principal of and interest on this Note shall be payable in lawful currency of the terms United States of America to the account designated by the Agent (and as to which the Agent has notified the Borrower) in immediately available funds in accordance with Section 3.6 of the Credit Agreement or under the terms of the other Loan Documents executed in connection with Agreement. This Note is a Bridge Note referenced in, and evidences Indebtedness incurred under, the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest to which shall be payable on demand at the rates per annum set forth in Article II reference is made for a description of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal security for this Note and interest have been paid in full. Further, in the event for a statement of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Loan Documents, Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be or may automatically become immediately due and payable. THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 111 The Borrower hereby waives all requirements as to diligence, without presentationpresentment, demanddemand of payment, protest or and notice of any kind, all of which kind with respect to this Note. All amounts owing hereunder are hereby waived payable by the BorrowerBorrower without relief from any valuation or appraisal laws. In Executed under seal as of the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityday and year first above written. BRUNSWICK BIOMEDICAL CORPORATION By: ------------------------------------- Name: Title: Person Amount of Amount of Outstanding Making Date Bridge Loan Repayment Balance Notation ---- ----------- --------- ----------- -------- EXHIBIT C-2 FORM OF REVOLVING NOTE $______________ _______ __, ____ FOR VALUE RECEIVED, the Borrower agrees undersigned, SURVIVAL TECHNOLOGY, INC., a Delaware corporation (the "Borrower"), as successor by merger to payBRUNSWICK BIOMEDICAL CORPORATION, in addition a Massachusetts corporation, promises to pay to the principal and interestorder of __________________________, all costs of collectiona _________________ (the "Lender"), including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The times provided in the Credit Agreement provides for referenced hereinafter, the acceleration principal sum of _______________________ DOLLARS ($__________) or, if less, the maturity outstanding principal amount of this Competitive Bid Note upon all Revolving Loans made by the occurrence Lender from time to time pursuant to that certain Credit Agreement, dated as of certain events April 15, 1996 (as amended, restated, supplemented, extended or otherwise modified from time to time, the "Credit Agreement"; capitalized terms used herein and for not defined herein shall have the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of meaning ascribed to them in the Credit Agreement), this Competitive Bid Note among the Borrower, Internationale Nederlanden (U.S.) Capital Corporation, as Agent, and the various lenders (including the Lender) as are, or may not be assigned from time to time become, parties thereto. Notations indicating Revolving Loans made by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive pursuant to the full extent permitted by law the benefits of Credit Agreement and all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them payments on account of liability hereon until judgment the principal thereof may be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced endorsed by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof on the grid Schedule attached to hold this Note, as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonprovided in the Credit Agreement.

of the Credit Agreement. If The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of the Credit Agreement. The holder of this promissory note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof that shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all sums due hereunder is accelerated under or a portion thereof to another Type and, in the terms case of Eurodollar Revolving Credit Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute PRIMA FACIE evidence of the accuracy of the information endorsed, PROVIDED that the failure to make any such endorsement or any error in such endorsement shall not affect the obligations of the Borrower in respect of any Revolving Credit Loan. This promissory note (a) has been issued pursuant to Section 13.6(b) of the Credit Agreement dated as of April 9, 1998 (as the same may be amended, supplemented or under otherwise modified from time to time, the terms "CREDIT AGREEMENT"), among the Borrower, the Lenders from time to time parties thereto, the Administrative Agent, Salomon Brothers Holding Company Inc, as Syndication Agent, and Bankers Trust Company, as Documentation Agent, (b) is subject to the provisions of the other Loan Documents executed Credit Agreement and (c) is subject to prepayment in connection with whole or in part as provided in the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, the all amounts then remaining principal amount and accrued but unpaid interest thereafter on this promissory note shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreementbecome, or the maximum rate permitted under applicable lawmay be declared to be, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, as provided in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on parties now and hereafter liable with respect to this obligationpromissory note, whether primarily or secondarily liable as principalsmaker, suretiesprincipal, guarantorssurety, endorsers guarantor, endorser or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonorpresentment, demand, diligence or protest and all other notices of any other formality are hereby waived by all parties bound hereon.kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. CORNING CONSUMER PRODUCTS COMPANY, By: ------------------------------- Name: Title: SCEDULE A TO REVOLVING CREDIT NOTE LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- Amount of ABR Loans Amount Converted to Unpaid Principal Converted to Amount of Principal of Eurodollar Revolving Balance of Notation Date Amount of ABR Loans ABR Loans ABR Loans Repaid Credit Loans ABR Loans Made By ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- Schedule B To Term Note ------------ LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR TERM LOANS -------------- ------------ ------------- -------------------- ------------------- ---------------- ---------------- -------- Amount of Unpaid Principal Amount Eurodollar Balance of Amount of Converted to Amount of Principal Revolving Eurodollar Eurodollar Eurodollar Interest Period and of Eurodollar Credit Loans Revolving Revolving Revolving Eurodollar Rate with Revolving Credit Converted to Credit Notation Date Credit Loans Credit Loans Respect Thereto Loans Repaid ABR Loans Loans Made By -------------- ------------ ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- --------

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swing Line Note shall operate as a waiver of such rights. This Swing Line Note is accelerated under given in renewal, increase and modification, but not in discharge or novation, of that certain Swing Line Note dated August 2, 2010 made by the Borrower payable to the order of the Payee in an aggregate amount of [$ ]. Exhibit H – Form of Swingline Note THIS SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit H – Form of Swingline Note EXHIBIT I FORM OF TERM NOTE $ , For value received, the undersigned FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Term Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Term Advances from the date of such Term Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Term Note in accordance with the terms of the Credit Agreement or under Agreement. This Term Note is the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteTerm Note referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms of, the Amended and conditions Restated Credit Agreement dated as of [October , 2011] (as the Loan Documentssame may be amended, become immediately due and payablerestated, without presentationsupplement or otherwise modified from time to time, demandthe “Credit Agreement”), protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to paylenders party thereto (the “Lenders”), the Issuing Lenders (as defined in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsCredit Agreement), and interest due hereunder thereon at Xxxxx Fargo Bank, N.A., as administrative agent (the rates set forth above“Administrative Agent”) and as Swing Line Lender. Capitalized terms used in this Term Note that are defined in the Credit Agreement and not otherwise defined in this Term Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Term Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term Advance being evidenced by this Term Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Term Note upon the occurrence happening of certain events stated in the Credit Agreement and for the prepayments of Competitive Bid Loans principal prior to the maturity of this Term Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this Term Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Term Note. This Competitive Bid Term Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranty.

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Term Note shall operate as a waiver of such rights. THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. THIS TERM NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FLOTEK INDUSTRIES, INC. By: Name: Title: EXHIBIT H-3 FORM OF SWING LINE NOTE $ , For value received, the undersigned FLOTEK INDUSTRIES, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Swing Line Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwing Line Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms and conditions of, the Credit Agreement dated as of March 31, 2008 (as the Loan Documentssame may be amended, become immediately due and payablerestated, without presentationsupplement or otherwise modified from time to time, demandthe “Credit Agreement”), protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to lenders party thereto (the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements“Lenders”), and interest due hereunder thereon at Xxxxx Fargo Bank, N.A., as administrative agent (the rates set forth above“Administrative Agent”), Swing Line Lender and as Issuing Lender for the Lenders. Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement and not otherwise defined in this Swing Line Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swing Line Note upon the occurrence happening of certain events stated in the Credit Agreement and for the prepayments of Competitive Bid Loans principal prior to the maturity of this Swing Line Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Competitive Bid Swing Line Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranties.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the The terms of this Promissory Note may be amended, supplemented or otherwise modified only in the Credit Agreement or under the terms of the other Loan Documents executed manner provided in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the The Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or and notice of any kind, all . No failure on the part of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees holder hereof to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsexercise, and interest due no delay in exercising, any right, power or privilege hereunder thereon at shall operate as a waiver thereof or a consent thereto; nor shall a single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the rates set forth above. The Credit Agreement provides for the acceleration exercise of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreementany other right, this Competitive Bid Note may not be assigned by the Lender to another Personpower or privilege. This Competitive Bid Promissory Note shall be governed by, and construed in accordance with, the law laws of the State of GeorgiaNew York. All Persons bound on this obligationTRUE NORTH COMMUNICATIONS INC. By____________________________________ Name: Title: EXHIBIT B-1 TO THE CREDIT AGREEMENT FORM OF NOTICE OF REVOLVING CREDIT BORROWING [Date of Notice of Revolving Credit Borrowing] Citibank, whether primarily or secondarily liable N.A., as principals, sureties, guarantors, endorsers or otherwise, hereby waive Administrative Agent for the Lenders party to the full extent permitted by law Credit Agreement referred to below [Address] Attention: ____________________ Ladies and Gentlemen: The undersigned, TRUE NORTH COMMUNICATIONS INC., a Delaware corporation, refers to the benefits Credit Agreement dated as of all provisions May 29, 1998 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"; capitalized terms defined therein unless otherwise defined herein being used herein as therein defined) among the undersigned, the banks, financial institutions and other institutional lenders (collectively, the "LENDERS") party thereto and Citibank, N.A., as Administrative Agent for the Lenders thereunder, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown the Credit Agreement, that the maker or any other party hereto had no property available for undersigned hereby requests a Revolving Credit Borrowing under the satisfaction Credit Agreement and, in connection therewith, sets forth below the information relating to such Revolving Credit Borrowing (the "PROPOSED REVOLVING CREDIT BORROWING") as required by Section 2.02(a) of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Credit Agreement:

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. This Revolving Note may not be assigned except in compliance with the Credit Agreement. Exhibit G-1 – Form of Revolving Note THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (EXCEPT THAT CHAPTER 346 OF THE TEXAS FINANCE CODE SHALL NOT APPLY TO THIS REVOLVING NOTE). THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. HI-CRUSH PARTNERS LP By: Hi-Crush GP LLC, its general partner By: Name: Title: Exhibit G-1 – Form of Revolving Note EXHIBIT G-2 FORM OF SWING LINE NOTE $ , For value received, the undersigned HI-CRUSH PARTNERS LP, a Delaware limited partnership (“Borrower”), hereby promises to pay to (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Swing Line Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwing Line Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms of, the Credit Agreement dated as of [ ], 2012 (as the same may be amended, restated, amended and conditions of restated, supplement or otherwise modified from time to time, the Loan Documents“Credit Agreement”), become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to lenders party thereto (the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements“Lenders”), and interest due hereunder thereon at Amegy Bank National Association, as administrative agent (the rates set forth above“Administrative Agent”) for the Lenders, as Issuing Lender and as Swing Line Lender. Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement and not otherwise defined in this Swing Line Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swing Line Note upon the occurrence happening of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of stated in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Competitive Bid Swing Line Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranty.

of the Credit Agreement. If payment The Term A Loan owing to the Lender by the Borrower and the maturity thereof, and all payments made on account of all sums due hereunder principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is accelerated under part of this Promissory Note; provided, however, that any failure to make such endorsement on -------- ------- such grid shall in no way alter, impair or limit the terms Borrower's obligations hereunder. This Term A Note is one of the Term A Notes referred to in, and is entitled to the benefits of, the Credit Agreement dated as of February 18, 1999 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT") among the Borrower, the ---------------- other Loan Parties signatory thereto, the Lender and certain other entities listed on the signature pages of the Credit Agreement or under the terms of the other Loan Documents executed in connection with the as Lenders and Credit Suisse First Boston Canada, for itself as a Lender and as Administrative Agent. The Credit Agreement, among other things, (i) provides for a single Term A Loan by the then remaining Lender to the Borrower on the Closing Date in an aggregate principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand not to exceed at any time outstanding the rates per annum set forth in Article II US Dollar amount first above mentioned, the indebtedness of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until Borrower resulting from each such principal and interest have been paid in full. Further, in the event of such acceleration, Term A Loan being evidenced by this Competitive Bid Promissory Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides (ii) contains provisions for the acceleration of the maturity of this Competitive Bid Note hereof upon the occurrence happening of certain stated events and also for prepayments on account of principal hereof prior to the prepayments of Competitive Bid Loans maturity hereof upon the terms and conditions specified thereintherein specified. Except The Borrower and any endorser of this Term A Note hereby waive presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder shall operate as permitted a waiver of such rights. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE ONTARIO. PANOLAM INDUSTRIES LTD. By:___________________________________ Title: TERM A LOANS AND PAYMENTS OF PRINCIPAL ============================================================================================== Date Amount of Term A Loan Amount of Principal Paid Unpaid Principal Balance Notation or Prepaid Made By ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ============================================================================================== XXX-X-0 XXXXXXX XXX-X XXXX XX XXXX X NOTE US$ [____________] Dated: February 16, 1999 FOR VALUE RECEIVED, the undersigned, PANOLAM INDUSTRIES LTD., an Ontario corporation (the "BORROWER"), HEREBY PROMISES TO PAY to the order of -------- [NAME OF LENDER] (the "LENDER") the aggregate principal amount of the Term B ------ Loan (as defined below) owing to the Lender by the Borrower pursuant to the Credit Agreement (as defined below) in consecutive quarterly installments according to the amortization schedule set forth in Section 11.01 2.03(b) of the Credit Agreement until such principal amount has been paid in full with the last such installment owing under the Credit Agreement to be paid on the Term B Termination Date. All capitalized terms used and not otherwise defined herein have the meanings given to them in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of the Term B Loan from the date of such Term B Loans until such principal amount is paid in full, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed byat such interest rates, and construed payable at such times, as are specified in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonCredit Agreement.

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder is accelerated under on the part of the holder of this Note shall operate as a waiver of such rights. THIS NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. JAGGED PEAK ENERGY LLC By: Name: Title: EXHIBIT F FORM OF NOTICE OF BORROWING [Date] Xxxxx Fargo Bank, National Association, as Administrative Agent 0000 Xxxxxxx Xx., 0xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxx Xxxxx 000-000-0000 Ladies and Gentlemen: The undersigned, Jagged Peak Energy LLC, a Delaware limited liability company (“Borrower”), refers to the Amended and Restated Credit Agreement dated as of [ ], 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Borrowing as defined therein unless otherwise defined in this Notice of Borrowing) among the Borrower, Jagged Peak Energy Inc., a Delaware corporation (the “Parent”), the lenders party thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent and as issuing lender, and hereby gives you irrevocable notice pursuant to Section 2.4(a) of the Credit Agreement or under that the terms of undersigned hereby requests a Borrowing (the other Loan Documents executed “Proposed Borrowing”), and in connection with that request sets forth below the information relating to such Proposed Borrowing as required by the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.:

of the Credit Agreement. If payment The holder of all sums due hereunder this Note is accelerated under authorized to record the terms date and amount of each Loan made by the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower continuation made pursuant to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.6 of the Credit Agreement, this Competitive Bid Note may not on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be assigned attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to another Personmake any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Competitive Bid Note is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement dated as of July 30, 2019, among the Borrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrumentbecome, or until any other proceedings can may be had against any declared to be, immediately due and payable all as provided therein. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, its General Partner By: _______________________________ Name: Title: Revolving Credit Note Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of themReference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ of Schedule to Note EURODOLLAR LOANS, also their rightCONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ EXHIBIT B FORM OF SWING LINE NOTE New York, if anyNew York ____________ __, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.20__

of the Credit Agreement. If payment of all sums due hereunder The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. This Term A Loan Note (this “Note”) (a) is accelerated under the terms one of the Credit Agreement or under the terms of the other Term A Loan Documents executed Notes referred to in connection with the Credit Agreement, dated as of June 25, 2013, among the then remaining principal amount Borrower, the Lenders party thereto, and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the rates per annum set forth in Article II “Credit Agreement”), (b) is subject to the provisions of the Credit Agreement, and (c) is subject to optional and mandatory prepayment in whole or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, part as provided in the event of such acceleration, this Competitive Bid Note, Credit Agreement. This Note is secured and all other Obligations guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the Borrower to properties and assets in which a security interest has been granted, the Lender shallnature and extent of the security and the guarantees, subject to the terms and conditions upon which the security interests and each guarantee were granted and the rights of the Loan Documentsholder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more Events of Default, become all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, as provided in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on parties now and hereafter liable with respect to this obligationNote, whether primarily or secondarily liable as principalsmaker, suretiesprincipal, guarantorssurety, endorsers guarantor, indorser or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonorpresentment, demand, diligence or protest and all other notices of any other formality are hereby waived by all parties bound hereon.kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. BORROWER: TELECOMMUNICATION SYSTEMS, INC. By: Name: Title: SOLVERN INNOVATIONS, INC. By: Name: Title: NETWORKS IN MOTION, INC. By: Name: Title: MICRODATA GIS, INC. By: Name: Title: MICRODATA, LLC By: Name: Title: NEXTGEN COMMUNICATIONS, INC. By: Name: Title: EXHIBIT H-4 FORM OF DELAYED DRAW TERM LOAN NOTE TELECOMMUNICATION SYSTEMS, INC. SOLVERN INNOVATIONS, INC. NETWORKS IN MOTION, INC. MICRODATA GIS, INC. MICRODATA, LLC NEXTGEN COMMUNICATIONS, INC. THIS DELAYED DRAW TERM LOAN NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS DELAYED DRAW TERM LOAN NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE TERM LOAN REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[___________] Santa Clara, California June __, 2013

of the Credit Agreement. If payment Each Revolving Advance owing to the Lender by the Borrower and the maturity thereof, and all payments made on account of all sums due hereunder principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is accelerated under part of this Promissory Note; provided, however, that any failure to make such -------- ------- endorsement on such grid shall in no way alter, impair or limit the terms Borrower's obligations hereunder. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement dated as of April 25, 1997 (as the same may be amended, supplemented or under otherwise modified from time to time, the terms "CREDIT AGREEMENT") among the Borrower, National Golf Properties, Inc., the ---------------- Lender and certain other lenders parties thereto, and NationsBank of Texas, N.A., as Agent for the Lender and such other Loan Documents executed in connection with the lenders. The Credit Agreement, among other things, (i) provides for the then remaining principal making of certain revolving advances (the "REVOLVING ADVANCES") by the Lender to the Borrower from time to time in an ------------------ aggregate amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand not to exceed at any time outstanding the rates per annum set forth in Article II U.S. dollar amount first above mentioned, the indebtedness of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until Borrower resulting from each such principal and interest have been paid in full. Further, in the event of such acceleration, Revolving Advance being evidenced by this Competitive Bid Promissory Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides (ii) contains provisions for the acceleration of the maturity of this Competitive Bid Note hereof upon the occurrence happening of certain stated events and also for prepayments on account of principal hereof prior to the prepayments of Competitive Bid Loans maturity hereof upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Persontherein specified. This Competitive Bid Promissory Note shall be governed by, and construed in accordance with, the law laws of the State of GeorgiaCalifornia. All Persons bound on NATIONAL GOLF OPERATING PARTNERSHIP, L.P. By: NATIONAL GOLF PROPERTIES, INC., its General Partner By:_________________________________ Title: ADVANCES AND PAYMENTS OF PRINCIPAL ============================================================================================================= Amount of Principal Unpaid Principal Notation Date Amount of Advance Paid or Prepaid Balance Made By ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ============================================================================================================= EXHIBIT E NGP GUARANTY GUARANTY dated as of April 25, 1997 (as amended, supplemented or otherwise modified from time to time, this obligation"GUARANTY") made by NATIONAL GOLF -------- PROPERTIES, whether primarily or secondarily liable as principalsINC., suretiesa Maryland corporation (the "GUARANTOR"), guarantors, endorsers or otherwise, hereby waive in favor of the --------- financial institutions from time to time party to the full extent permitted Credit Agreement referred to below as Lender Parties and NationsBank of Texas, N.A., as agent for such Lender Parties (in such capacity, together with any successor appointed pursuant to Article VIII of the Credit Agreement, the "AGENT"; the Agent and such Lender ----- Parties are each referred to individually herein as a "GUARANTEED PARTY" and are ---------------- collectively referred to herein as the "GUARANTEED PARTIES"). ------------------ PRELIMINARY STATEMENT. National Golf Operating Partnership, L.P., a Delaware limited partnership (the "BORROWER") has entered into a Credit -------- Agreement dated as of April 25, 1997 with the Guarantor, the financial institutions from time to time party thereto as Lender Parties and NationsBank of Texas, N.A., as Agent (said Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "CREDIT ------ AGREEMENT", the terms defined therein and not otherwise defined herein being --------- used herein as therein defined). The Guarantor will derive substantial direct and indirect benefit from the transactions contemplated by law the benefits Credit Agreement. It is a condition precedent to the making of all provisions Advances by the Lenders and the issuance of law for stay or delay Letters of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown Credit by the L/C Bank under the Credit Agreement from time to time that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by Guarantor execute and deliver this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranty.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of Except as specifically provided in the Credit Agreement or under and the terms other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the other Loan Documents holder of this Note shall operate as a waiver of such rights. THIS NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. TRIANGLE USA PETROLEUM CORPORATION By: Name: Title: Exhibit H – Form of Note Page 6 EXHIBIT I FORM OF TRANSFER LETTER ____________________, 20__ Re: Agreement dated _______________, by and between__________________, as Seller, and ___________________________, as Buyer (the "Contract"). Ladies and Gentlemen: [Triangle USA Petroleum Corporation][Subsidiary of the Borrower] a ______________ ("Mortgagor"), has executed a mortgage or deed of trust dated effective as of [_____________], 2012 ("Mortgage") for the benefit of Xxxxx Fargo Bank, National Association, as Administrative Agent (in connection with the Credit Agreementsuch capacity, the then remaining principal amount "Administrative Agent") for the benefit of itself, the Lenders (as defined in the Mortgage) and accrued but unpaid interest thereafter shall bear interest certain other secured parties as described in the Mortgage, which shall be payable Mortgage has been recorded in the Real Property Records of the Counties or Parishes, as applicable, listed on demand at the rates per annum attached Exhibit A. A copy of the Mortgage is enclosed. The properties covered by the Mortgage include all of the oil, gas and other hydrocarbons and/or other minerals attributable to the above-referenced Contract to which we understand you are currently a party and includes the well or xxxxx listed on the attached Exhibit A with respect to which you are remitting proceeds of production to the Mortgagor. Your division order or lease numbers for such well or xxxxx are set forth in on the attached Exhibit A. Pursuant to Article II III of the Credit AgreementMortgage, the Administrative Agent is entitled to receive all of Mortgagor's interest in all [Hydrocarbons] (as defined in the Mortgage), which are covered by the above-referenced Contract, all products obtained or processed therefrom, and the revenues and proceeds attributable thereto. The assignment of the Hydrocarbons, products and proceeds was effective on [___________], 2012 ("Effective Date"). The Lenders, however, as provided in [Article III], have permitted Mortgagor to collect the Hydrocarbons and the revenues and proceeds attributable thereto until the Administrative Agent or the maximum rate permitted under applicable lawMortgagor shall have instructed the seller or purchaser of production to deliver such Hydrocarbons and all proceeds therefrom directly to the Administrative Agent. The purpose of this letter is to notify you that, if lower, until such principal and interest have been paid in full. Further, in commencing immediately upon the event of such acceleration, this Competitive Bid Notereceipt hereof, and all other Obligations of the Borrower to the Lender shall, subject to in accordance with the terms and conditions of the Loan DocumentsMortgage, become immediately due and payableyou are to deliver all proceeds attributable to the sale of such Hydrocarbons pursuant to the above-referenced Contract directly to the Administrative Agent at its office at [________], without presentationAttention: [________], demandFacsimile: [_______], protest or notice of any kind, all to such other address of which are hereby waived by we may subsequently notify you in writing. If you require the Borrower. In execution of transfer or division orders, please forward the event this Competitive Bid Note is not paid when due at any stated transfer or accelerated maturity, the Borrower agrees to pay, in addition division orders to the principal Administrative Agent at its address at indicated above, Attention: [__________]. Should you have any questions in connection with any of the foregoing, please do not hesitate to contact us. Exhibit I – Form of Notice Transfer Letter Page 1 Very truly yours, XXXXX FARGO BANK, NATIONAL Association, as Administrative Agent By: Name: Title: TRIANGLE USA PETROLEUM CORPORATION, a Colorado corporation By: Name: Title: EXHIBIT A Name and interestLocation of Well Division Order or Lease No. Exhibit I – Form of Notice Transfer Letter Page 3 EXHIBIT J FORM OF PLEDGE AGREEMENT THIS PLEDGE AGREEMENT dated as of [__________], all costs 2012 (this "Pledge Agreement") is by and among each of collectionthe undersigned (individually, including reasonable attorneys' fees a "Pledgor" and disbursementscollectively the "Pledgors") and Xxxxx Fargo Bank, and interest due hereunder thereon at National Association, as administrative agent (in such capacity the rates set forth above. The "Administrative Agent") under the Credit Agreement provides (as hereinafter defined), for the acceleration benefit of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except Secured Parties (as permitted by Section 11.01 of defined in the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonAgreement described below).

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the The terms of this Promissory Note may be amended, supplemented or otherwise modified only in the Credit Agreement or under the terms of the other Loan Documents executed manner provided in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the The Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or and notice of any kind, all . No failure on the part of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees holder hereof to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsexercise, and interest due no delay in exercising, any right, power or privilege hereunder thereon at shall operate as a waiver thereof or a consent thereto; nor shall a single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the rates set forth above. The Credit Agreement provides for the acceleration exercise of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreementany other right, this Competitive Bid Note may not be assigned by the Lender to another Personpower or privilege. This Competitive Bid Promissory Note shall be governed by, and construed in accordance with, the law laws of the State of GeorgiaNew York. All Persons bound on this obligationTRUE NORTH COMMUNICATIONS INC. By ____________________________________ Name: Title: EXHIBIT B-1 TO THE CREDIT AGREEMENT FORM OF NOTICE OF REVOLVING CREDIT BORROWING [Date of Notice of Revolving Credit Borrowing] Citibank, whether primarily or secondarily liable N.A., as principals, sureties, guarantors, endorsers or otherwise, hereby waive Administrative Agent for the Lenders party to the full extent permitted by law Credit Agreement referred to below [Address] Attention: ____________________ Ladies and Gentlemen: The undersigned, TRUE NORTH COMMUNICATIONS INC., a Delaware corporation, refers to the benefits Credit Agreement dated as of all provisions May 29, 1998 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"; capitalized terms defined therein unless otherwise defined herein being used herein as therein defined) among the undersigned, the banks, financial institutions and other institutional lenders (collectively, the "Lenders") party thereto and Citibank, N.A., as Administrative Agent for the Lenders thereunder, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown the Credit Agreement, that the maker or any other party hereto had no property available for undersigned hereby requests a Revolving Credit Borrowing under the satisfaction Credit Agreement and, in connection therewith, sets forth below the information relating to such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as required by Section 2.02(a) of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Credit Agreement:

of the Credit Agreement. If payment It is expressly understood and agreed by each Borrower that (i) the principal balance of all sums due hereunder is accelerated under the terms this Note includes certain Obligations hitherto evidenced by that certain Swing Line Note dated April 28, 2005, that certain Amended and Substituted Swing Line Note dated December 10, 2009 and any other Swing Line Notes executed by any Borrower in favor of Swing Line Lender in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the extent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Existing Notes and (c) is in no way intended, and shall not be deemed or under the terms construed, to constitute a novation of the Existing Notes. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. MAPCO EXPRESS, INC. By: Name: Title: By: Name: Title: ANNEX I Schedule A to Swing Line Note LOANS AND REPAYMENTS OF SWING LINE LOANS Amount of Swing Line Amount of Principal of Swing Unpaid Principal Balance Date Loans Line Loans Repaid of Swing Line Loans Notation Made By EXHIBIT H FORM OF EXEMPTION CERTIFICATE Reference is made to the Second Amended and Restated Credit Agreement, dated as of December 10, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) MAPCO EXPRESS, INC., a Delaware corporation (“MAPCO Express”, together with each other Loan Documents executed Person who becomes a borrower thereunder by execution of a joinder, the “Borrowers”), the Lenders parties thereto, FIFTH THIRD BANK, as Joint Lead Arranger and Sole Bookrunner, FIFTH THIRD BANK, as Administrative Agent, and others. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in connection with the Credit Agreement, . ___________________________ (the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.18(d) of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events Non-U.S. Lender hereby represents and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.warrants that:

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE, whether primarily INC. By:_______________________________ Name: Title: Amount of Loan (as applicable, in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $4,500,000 For value received, suretiesMICRO WAREHOUSE LIMITED, guarantors, endorsers or otherwisea limited liability company organized under the laws of England and Wales (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Four Million Five Hundred Thousand Dollars ($4,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders which is signatory thereto (including the Lender) and the Administrative

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed in connection with Except as specifically provided by the Credit Agreement, the then remaining principal amount Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and accrued but unpaid interest thereafter any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall bear interest which shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS SWINGLINE NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. [DIAMOND OFFSHORE DRILLING, INC.] [DIAMOND FOREIGN ASSET COMPANY] By: Name: Title: Exhibit E – Form of Swingline Note EXHIBIT F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For United States Federal Income Tax Purposes) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be payable on demand at amended, restated, supplemented or otherwise modified from time to time, the rates per annum set forth in Article II “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Lender hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) and other Loan Documents evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) the undersigned Lender is not a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Lender has furnished the Administrative Agent and the Parent with a certificate of its non-United States Person status on IRS Form W-8BEN or Form W-8BEN-E, as applicable. By executing this certificate, the maximum rate permitted under applicable lawundersigned Lender agrees that (1) if the information provided in this certificate changes, if lowerthe undersigned shall promptly so inform the Parent and the Administrative Agent, until and (2) the undersigned shall have at all times furnished the Parent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such principal and interest have been paid in fullpayments. FurtherUnless otherwise defined herein, terms defined in the event Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] [IF LENDER IS DRE, NAME OF TAX OWNER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For United States Federal Income Tax Purposes) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of such accelerationOctober 2, this Competitive Bid Note2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and all other Obligations of the Borrower XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the Lender shall, subject to the terms and conditions provisions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.17(g) of the Credit Agreement, the undersigned Participant hereby certifies that (i) it is the sole record and beneficial owner of the participation for United States federal income Tax purposes in respect of which it is providing this Competitive Bid Note may certificate, (ii) it is not be assigned by a “bank” within the Lender to another Person. This Competitive Bid Note shall be governed bymeaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code, and construed (iv) it is not a “controlled foreign corporation” related to either Borrower as described in accordance withSection 881(c)(3)(C) of the Code. The undersigned Participant has furnished the participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the law undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the State two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: EXHIBIT F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participant That Are Partnerships For United States Federal Income Tax Purposes) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of GeorgiaOctober 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive Pursuant to the full extent permitted by law the benefits of all provisions of law for stay Section 2.17(g) of the Credit Agreement, the undersigned Participant hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or delay indirect partners/members are the sole beneficial owners of execution or sale of property or other satisfaction of judgment against such participation, (iii) with respect to such participation, neither the undersigned Participant nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Participant has furnished the participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them on account in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: Exhibit F-3 – Form of liability hereon until judgment U.S. Tax Compliance Certificate EXHIBIT F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lender That Are Partnerships For United States Federal Income Tax Purposes) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be obtained amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and execution issued against each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Lender hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any other Note(s) evidencing such Loan(s)) in respect of them and returned satisfied which it is providing this certificate, (ii) its direct or until it can be shown that indirect partners/members are the maker sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other party hereto had no property available for Loan Document, neither the satisfaction undersigned Lender nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the debt evidenced Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Lender has furnished the Administrative Agent and the Parent with IRS Form W-8IMY accompanied by this instrumentone of the following forms from each of its direct and indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or until any other proceedings can (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Parent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Parent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be had against any made to the undersigned, or in either of themthe two calendar years preceding such payments. Unless otherwise defined herein, also their rightterms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: Exhibit F-3 – Form of U.S. Tax Compliance Certificate EXHIBIT G FORM OF COMPLIANCE CERTIFICATE FOR THE QUARTERLY PERIOD FROM , 20__ TO , 20__ This certificate dated as of ______________, _______ is prepared pursuant to the 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diamond Offshore Drilling, Inc., a Delaware corporation (“Parent”), Diamond Foreign Asset Company, a Cayman Islands exempted company (the “Foreign Borrower” and, together with Parent, the “Borrowers”), the lenders from time to time party thereto, the issuing banks party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent and Swingline Lender. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Financial Officer of the Parent hereby certifies to the Lender Parties that [(a) no Default or Event of Default has occurred during the fiscal quarterly period specified above or during a prior period if anysuch Default has not been included on a previous Compliance Certificate1, (b) no change in GAAP or in the application thereof affecting the Borrowers has occurred since the date of the audited financial statements referred to require in Section 3.04 of the holder hereof to hold Credit Agreement2, and (c)]3 as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protestthe date hereof, notice the following amounts and calculations were true and correct: For [the fiscal quarter/year ended]3 [ , 20__ ] (the “Statement Date”) As of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.the Statement Date

of the Credit Agreement. If payment Except as specifically provided by the Credit Agreement, the Parent hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Exhibit D-1 – Form of Revolving Note (Parent) THIS REVOLVING NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. DIAMOND OFFSHORE DRILLING, INC. By: Name: Title: Exhibit D-1 – Form of Revolving Note (Parent) EXHIBIT D-2 FORM OF REVOLVING NOTE (BORROWING SUBSIDIARY) $ , FOR VALUE RECEIVED, the undersigned, , a (the “Subsidiary Borrower”), hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Revolving Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Subsidiary Borrower, together with interest on the unpaid principal amount of such Revolving Loans from the date of such Revolving Loans until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Subsidiary Borrower may make prepayments on this Revolving Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Revolving Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteRevolving Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityof, the 5-Year Revolving Credit Agreement dated as of September 28, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Diamond Offshore Drilling, Inc. (“Parent”), the Subsidiary Borrower agrees to payand any other Borrowing Subsidiary, in addition to together as borrowers, the principal and interestLenders who are or may become a party thereto, all costs of collection, including reasonable attorneys' fees and disbursementsthe issuing banks party thereto, and interest due hereunder thereon at Xxxxx Fargo Bank, National Association, as administrative agent (the rates set forth above“Administrative Agent”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Revolving Loans by the Lender to any Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Subsidiary Borrower resulting from each such Revolving Loan being evidenced by this Revolving Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Revolving Note upon the occurrence happening of certain events stated in the Credit Agreement and for the prepayments of Competitive Bid Loans principal prior to the maturity of this Revolving Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same day funds. The Lender shall record payments of principal made under this Revolving Note, this Competitive Bid Note may not be assigned by but no failure of the Lender to another Person. This Competitive Bid Note make such recordings shall be governed by, and construed in accordance with, affect the law of the State of Georgia. All Persons bound on Subsidiary Borrower’s repayment obligations under this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonRevolving Note.

of the Credit Agreement. If payment Except as specifically provided by the Credit Agreement, the Subsidiary Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Exhibit D-2 – Form of Revolving Note (Borrowing Subsidiary) THIS REVOLVING NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. [NAME OF SUBSIDIARY BORROWER] By: Name: Title: Exhibit D-2 – Form of Revolving Note (Borrowing Subsidiary) EXHIBIT E-1 FORM OF SWINGLINE NOTE (PARENT) $ , FOR VALUE RECEIVED, the undersigned, DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (the “Parent”), hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Parent, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Parent may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Swingline Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwingline Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityof, the Borrower agrees 5-Year Revolving Credit Agreement dated as of September 28, 2012 (as amended, restated, supplemented or otherwise modified from time to paytime, the “Credit Agreement”), by and among the Parent, each Borrowing Subsidiary, the Lenders who are or may become a party thereto, the issuing banks party thereto and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth aboveCredit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrowers in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Parent resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swingline Note upon the occurrence happening of certain events stated in the Credit Agreement and for the prepayments of Competitive Bid Loans principal prior to the maturity of this Swingline Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same day funds. The Lender shall record payments of principal made under this Swingline Note, this Competitive Bid Note may not be assigned by but no failure of the Lender to another Person. This Competitive Bid Note make such recordings shall be governed by, and construed in accordance with, affect the law of the State of Georgia. All Persons bound on Parent’s repayment obligations under this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonSwingline Note.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE FRANCE SARL By: ------------------------------------ Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $4,000,000 For value received, suretiesMICRO WAREHOUSE (DEUTSCHLAND) GMBH, guarantors, endorsers or otherwisea limited liability company organized under the laws of the Federal Republic of Germany (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Four Million Dollars ($4,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders which is signatory thereto (including the Lender) and the Administrative Agent and evidences the Revolving Credit Loans made by all parties bound hereon.the Lender to the Borrower

of the Credit Agreement. If payment All payments of all sums due hereunder principal and interest on this Revolving Credit Note shall be payable in Dollars in immediately available funds as provided in the Credit Agreement. This Revolving Credit Note is accelerated under entitled to the benefits of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a description of the security for this Revolving Credit Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Agreement or under Note and on which such Obligations may be declared to be immediately due and payable. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. The Indebtedness evidenced by this Revolving Credit Note is senior in right of payment to all Subordinated Indebtedness referred to in the terms Credit Agreement. The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note. This Revolving Credit Note is one of the other Loan Documents executed Notes referred to in the Credit Agreement, [amends, restates and continues the indebtedness under any previous Revolving Credit Note issued to the Lender in connection with the Existing Credit Agreement, the then remaining principal amount Agreement and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower is entitled to the Lender shall, benefits thereof]1 and may be prepaid in whole or in part subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified provided therein. Except as permitted by Section 11.01 [Remainder of the Credit Agreement, this Competitive Bid Note may not page intentionally left blank; signature page follows] 1 To be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law included for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonexisting Lenders.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed Except as specifically provided in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, all and no delay in exercising, any rights hereunder on the part of which are hereby waived by the holder of this Swing Line Note shall operate as a waiver of such rights. THIS SWING LINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Exhibit H – Form of Swing Line Note THIS SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit H – Form of Swing Line Note SCHEDULE I Pricing Schedule The Applicable Margin with respect to Commitment Fee, Revolving Advances, and, if applicable, Swing Line Advances shall be determined in accordance with the following Table based on the Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the financial statements most recently delivered pursuant to Section 5.2. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their rightAdjustments, if any, to require such Applicable Margin shall be effective on the holder hereof date the Administrative Agent receives the applicable financial statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to hold deliver the financial statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as security of the date such financial statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fee, Revolving Advances, and, if applicable, Swing Line Advances shall be determined at Level I and shall remain at such level until the date such financial statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level IV described below until delivery of its unaudited financial statements and corresponding Compliance Certificate for this Competitive Bid Note the fiscal quarter ending September 30, 2010. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any collateral deposited by any period shall be subject to the provisions of said Persons as securitySection 2.8(c). ProtestApplicable Margin Leverage Ratio Base Rate Advances Eurodollar Advances Commitment Fee Level I Is greater than or equal 3.50 2.25 % 3.75 % 0.50 % Level II Is less than 3.50 but greater than or equal to 3.00 2.00 % 3.50 % 0.50 % Level III Is less than 3.00 but greater than or equal to 2.50 1.50 % 3.00 % 0.50 % Level IV Is less than 2.50 but greater than or equal to 2.00 1.25 % 2.75 % 0.50 % Level V Is less than 2.00 but greater than or equal to 1.50 1.00 % 2.50 % 0.375 % Level VI Is less than 1.50 but greater than or equal to 1.00 0.75 % 2.25 % 0.375 % Level VII Is less than 1.00 0.50 % 2.00 % 0.375 % Schedule I SCHEDULE II Commitments, notice Contact Information ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER Xxxxx Fargo Bank, National Association Address: 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, XX 00000 Attn: Syndication/Agency Services Telephone: (000) 000 0000 Facsimile: (000) 000 0000 with a copy to: Address: 1000 Louisiana, 0xx Xxxxx XXX X0000-000 Xxxxxxx, Xxxxx 00000 Attn: X.X. Xxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 CREDIT PARTIES Borrower/Guarantors Address for Notices: 0000 X. Xxx Xxxxxxx Pkwy N, Suite 200 Houston, TX 77040 Attn: Xxxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Lender Commitment Xxxxx Fargo Bank, National Association $ 70,000,000 JPMorgan Chase Bank, N.A. $ 70,000,000 Bank of protestAmerica, notice N.A. $ 70,000,000 Citibank, N.A. $ 60,000,000 Deustche Bank Trust Company Americas $ 60,000,000 Amegy Bank National Association $ 60,000,000 HSBC Bank USA, N.A. $ 40,000,000 Credit Suisse AG, Cayman Islands Branch $ 20,000,000 TOTAL: $ 450,000,000 Schedule II Schedule 1.1 Existing Letters of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Credit

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FLOTEK INDUSTRIES, INC. By: Name: Title: EXHIBIT H-2 FORM OF TERM NOTE $ , For value received, the undersigned FLOTEK INDUSTRIES, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Term Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Term Advances from the date of such Term Advances until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Term Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Term Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteTerm Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms and conditions of, the Credit Agreement dated as of March 31, 2008 (as the Loan Documentssame may be amended, become immediately due and payablerestated, without presentationsupplement or otherwise modified from time to time, demandthe “Credit Agreement”), protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to lenders party thereto (the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements“Lenders”), and interest due hereunder thereon at Xxxxx Fargo Bank, N.A., as administrative agent (the rates set forth above“Administrative Agent”), Swing Line Lender and as Issuing Lender for the Lenders. Capitalized terms used in this Term Note that are defined in the Credit Agreement and not otherwise defined in this Term Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Term Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term Advance being evidenced by this Term Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Term Note upon the occurrence happening of certain events stated in the Credit Agreement and for the prepayments of Competitive Bid Loans principal prior to the maturity of this Term Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this Term Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Term Note. This Competitive Bid Term Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranties.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE HOLDING B.V. By: ------------------------------------ Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $1,000,000 For value received, suretiesMICRO WAREHOUSE DENMARK APS, guarantors, endorsers or otherwisea corporation organized under the laws of the Kingdom of Denmark (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of One Million Dollars ($1,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower, the "Guarantors"), each of the lenders which is signatory thereto (including the Lender) and the Administrative Agent and evidences the Revolving Credit Loans made by all parties bound hereon.the Lender to the Borrower thereunder which shall, in the

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder is accelerated under on the part of the holder of this Note shall operate as a waiver of such rights. In the event of any explicit or implicit conflict between any provision of this Note and any provision of the Credit Agreement, the terms of the Credit Agreement shall be controlling. THIS NOTE AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. BORROWER: CVR ENERGY, INC. By: Name: Title: EXHIBIT D FORM OF NOTICE OF BORROWING [Date] Jefferies Finance LLC, as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Account Manager — CVR Energy, Inc. Telephone: (000) 000-0000 E-mail: XXXX.Xxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, CVR Energy, Inc., a Delaware corporation (“Borrower”), (a) refers to the Credit Agreement dated as of January [ ], 2019 (as amended, restated or under otherwise modified from time to time, the “Credit Agreement”; the defined terms of which are used in this Notice of Borrowing as defined therein unless otherwise defined in this Notice of Borrowing), among the other Loan Documents executed Borrower, the lenders party thereto from time to time (the “Lenders”), and Jefferies Finance LLC, as Administrative Agent and Collateral Agent, and (b) certifies that it is authorized to execute and deliver this Notice of Borrowing. The Borrower hereby gives you irrevocable notice pursuant to Section 2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing, and in connection with that request sets forth below the Credit Agreement, information relating to such Borrowing (the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.:

of the Credit Agreement. If payment It is expressly understood and agreed by each Borrower that (i) the principal balance of all sums due hereunder is accelerated under the terms this Note includes certain Obligations hitherto evidenced by that certain Swing Line Note dated April 28, 2005, that certain Amended and Substituted Swing Line Note dated December 10, 2009, that certain Second Amended and Substituted Swing Line Note dated December 23, 2010 and any other Swing Line Notes executed by any Borrower in favor of Swing Line Lender in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the extent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Existing Notes and (c) is in no way intended, and shall not be deemed or under the terms construed, to constitute a novation of the Existing Notes. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. MAPCO EXPRESS, INC. By: Name: Title: By: Name: Title: ANNEX I Schedule A to Swing Line Note LOANS AND REPAYMENTS OF SWING LINE LOANS Date Amount of Swing Line Loans Amount of Principal of Swing Line Loans Repaid Unpaid Principal Balance of Swing Line Loans Notation Made By EXHIBIT H FORM OF EXEMPTION CERTIFICATE Reference is made to the Third Amended and Restated Credit Agreement, dated as of May 6, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) MAPCO EXPRESS, INC., a Delaware corporation (“MAPCO Express”, together with each other Loan Documents executed Person who becomes a borrower thereunder by execution of a joinder, the “Borrowers”), the Lenders parties thereto, FIFTH THIRD BANK, as Joint Lead Arranger and Sole Bookrunner, FIFTH THIRD BANK, as Administrative Agent, and others. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in connection with the Credit Agreement, . (the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.18(d) of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events Non-U.S. Lender hereby represents and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.warrants that:

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE SWEDEN AB By: ----------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $6,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE HOLDING B.V., a company with limited liability organized under the laws of The Netherlands (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment This Note is a renewal and replacement of all sums due hereunder is accelerated under the terms Promissory Note in the original principal amount of $20,000,000 made and delivered by the Company to the Lender as of April 28, 2000, the Amended and Restated Promissory Note in the original principal amount of $21,666,666.67 dated November 27, 2000 made and delivered by the Company to Lender, and the Second Amended and Restated Promissory Note in the original principal amount of $14,000,000 dated August 14, 2001 made and delivered by the Company to the Lender, and nothing contained herein or in the Fifth Amendment to the Credit Agreement dated as of November 26, 2001, shall be construed (a) to deem paid or under forgiven the terms unpaid principal balance of, or unpaid accrued interest on, said Promissory Note outstanding at the time of their renewal and replacement by this Note, or (b) to release, cancel, terminate or otherwise adversely affect all or any part of any lien, mortgage, deed of trust, assignment, security interest or other encumbrance heretofore granted to or for the benefit of the other Loan Documents executed payee of said Promissory Note. Terms defined in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which Agreement are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Personused herein with their defined meanings therein unless otherwise defined herein. This Competitive Bid Note shall be governed by, and construed and interpreted in accordance with, the law laws of the State of GeorgiaIllinois applicable to contracts made and to be performed entirely within such State. All Persons bound on this obligationHEADS & THREADS INTERNATIONAL LLC BY: ----------------------------------- ITS: ---------------------------- EXHIBIT 1 SECOND AMENDED AND RESTATED PROMISSORY NOTE $14,000,000 NOVEMBER 26, whether primarily or secondarily liable as principals2001 FOR VALUE RECEIVED, suretiesthe undersigned, guarantorsHEADS & THREADS INTERNATIONAL LLC, endorsers or otherwisea Delaware limited liability company (the "Company"), hereby waive promises to pay to the full order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO (the "Lender"), the principal sum of Fourteen Million and 00/100 Dollars ($14,000,000.00) or, if less, the aggregate unpaid principal amount of all sums advanced by the Lender to the Company pursuant to the Credit Agreement, dated as of April 3, 2000 and amended by First Amendment dated April 3, 2000, a Second Amendment dated November 27, 2000, a Third Amendment dated March 19, 2001, a Fourth Amendment dated August 14, 2001 and a Fifth Amendment dated November 26, 2001 (such Credit Agreement, as it may be further amended, restated, supplemented or otherwise modified from time to time, being hereinafter called the "Credit Agreement"), among the Company, the Lender, the other banks parties thereto, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as agent for the Lenders, on the dates and in the amounts provided in the Credit Agreement (except to the extent permitted sums advanced with respect to Facility Letters of Credit are reimbursed to the Lender by law any other Lender (as defined in the Credit Agreement) pursuant to the Credit Agreement). The Company further promises to pay interest on the unpaid principal amount of the Loans (except for the undrawn portions of any Facility Letters of Credit), evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender is authorized to endorse the amount and the date on which each Loan is made, the maturity date therefor and each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided, that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the Credit Agreement and this Second Amended and Restated Promissory Note (the "Note"). This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of all provisions the maturity hereof upon the happening of law certain stated events and also for stay or delay of execution or sale of property or other satisfaction of judgment against any of them prepayments on account of liability hereon until judgment be obtained principal hereof prior to the maturity hereof upon the terms and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonconditions therein specified.

of the Credit Agreement. If payment The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in subsections 2.13 and 2.15 of all sums due hereunder such Credit Agreement. This Note (a) is accelerated under one of the terms Term Notes referred to in the Credit Agreement dated as of December , 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Lender, the other banks and financial institutions from time to time parties thereto and the Canadian Imperial Bank of Commerce, as administrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or under the terms of the other Loan Documents executed in connection with part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. AMERICAN BUILDINGS COMPANY By:_____________________________ Name:___________________________ Title:__________________________ EXHIBIT G-2 FORM OF REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $_________ New York, New York December __, 1997 FOR VALUE RECEIVED, the undersigned, AMERICAN BUILDINGS COMPANY, a Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to the order of the ____________ (the "Lender") at the office of the Canadian Imperial Bank of Commerce, located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available funds, on the Revolving Credit Termination Date the principal amount and accrued but of (a) ___________ DOLLARS ($________), or, if less, (b) the aggregate unpaid interest thereafter shall bear interest which shall be payable on demand at principal amount of all Revolving Credit Loans made by the rates per annum set forth in Article II Lender to the Borrower pursuant to subsection 2.4 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in subsections 2.13 and 2.15 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the maximum rate permitted under applicable lawdate, if lowerType and amount of each Revolving Credit Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, until such principal and interest have been paid in full. Furthereach continuation thereof, each conversion of all or a portion thereof to another Type and, in the event case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such acceleration, this Competitive Bid Note, and all other Obligations endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower to the Lender shall, subject to the terms and conditions in respect of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The such Revolving Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonLoan.

of the Credit Agreement. If payment The holder of all sums due hereunder this Note is accelerated under authorized to record the terms date and amount of each Swing Line Loan made pursuant to Section 2.19 of the Credit Agreement and each payment of principal with respect thereto on the schedule annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the terms Credit Agreement in respect of the Swing Line Loans. This Note is one of the Swing Line Loan Notes referred to in the Amended and Restated Credit Agreement dated as of July 30, 2019, among the Borrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other Loan Documents executed banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), and is entitled to the benefits thereof. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, the all amounts then remaining principal amount unpaid on this Note shall become, or may be declared to be, immediately due and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at payable, all as provided therein. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. XXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, its General Partner By: _______________________________ Name: Title: Signature Page to Form of Swing Line Note Schedule to Note SWING LINE LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Swing Line Loans Interest Rate Basis Amount of Principal Repaid Unpaid Principal Balance Notation Made By EXHIBIT C FORM OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0, Xxxxx 00 Xxxxxx, XX, 00000-0000, Xxxxxx Xxxxxx Attention: Loan and Agency Services, Xxxxxxx Xxxxxx [Date] Reference: Xxxxxxxx 66 Partners LP Ladies and Gentlemen: The undersigned, XXXXXXXX 66 PARTNERS LP, refers to the rates per annum set forth in Article II Amended and Restated Credit Agreement dated as of July 30, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement,” with terms defined therein and not otherwise defined herein being used herein as therein defined), among the undersigned, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an Issuing Bank, the Lenders and other Persons from time to time party thereto, and the undersigned hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement, or that the maximum rate permitted undersigned hereby requests a borrowing under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteCredit Agreement, and all other Obligations of with respect thereto sets forth below the Borrower information relating to such borrowing (the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except “Proposed Borrowing”) as permitted required by Section 11.01 2.3 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.:

of the Credit Agreement. If payment The Credit Agreement and the other Loan Documents are hereby ratified, approved, and confirmed in all respects. The Borrower agrees that if, prior to the time of the making of the Term Loans by the Lenders requested hereby, any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify the Administrative Agent. Except to the extent, if any, that, prior to the time of the making of the Term Loans by the Lenders requested hereby, the Administrative Agent shall have received written notice from the Borrower to the contrary, each matter certified herein shall be deemed once again to be certified as true and correct as of the date of such making of the Term Loans by the Lenders as if then made. The Authorized Officer of the Borrower signing this instrument hereby certifies that, to the best of his knowledge, the above representations, warranties, acknowledgments and agreements of the Borrower are true, correct and complete. TRINITY INDUSTRIES, INC. By: ----------------------------- Name: --------------------------- Title: -------------------------- E-2 000 XXXXXXX X [FORM OF] ADDITIONAL REVOLVING LOAN ASSUMPTION AGREEMENT [Name(s) of Lender(s)] , ------------------- ------- Trinity Industries, Inc. 2525 Xxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 00000 Xxxention: Neil Xxxxx xx: Additional Revolving Loan Assumption Agreement Gentlemen: Reference is hereby made to the Credit Agreement, dated as of June 8, 2001 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among Trinity Industries, Inc. (the "Borrower" or "you"), the lenders from time to time party thereto (the "Lenders"), The Bank of Tokyo - Mitsubishi, Ltd., Bank One, NA and SunTrust Bank, as Documentation Agents, Dresdner Bank AG, New York and Grand Cayman Branches, as Syndication Agent, and The Chase Manhattan Bank, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement. Each financial institution (each an "Assuming Lender") party to this letter agreement (this "Agreement") hereby severally agrees to provide the Additional Revolving Commitment set forth opposite its name on Annex I attached hereto (for each such Assuming Lender, its "Additional Revolving Commitment"). Each Additional Revolving Commitment provided pursuant to this Agreement shall be subject to the terms and conditions set forth in the Credit Agreement, including Section 2.01(c) thereof. Each Assuming Lender acknowledges and agrees that the Additional Revolving Commitment provided pursuant to this Agreement, in the aggregate amount set forth on Annex I hereto, shall constitute an Additional Revolving Commitment (as specified in Annex I) under, and as defined in, the Credit Agreement. Each Assuming Lender further agrees that, with respect to the Additional Revolving Commitment provided by it pursuant to this Agreement, such Assuming Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I hereto (if any). Each Assuming Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will independently and without reliance upon the Co-Arrangers, the Documentation Agents, the Syndication Agent, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all sums due hereunder is accelerated under of the obligations which by the terms of the Credit Agreement or are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the terms laws of a jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Loan Documents Documents. Upon the execution of a counterpart of this Agreement by the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile transmission) hereof and the payment of any fees (including, without limitation, the upfront fees (if any) payable pursuant to the immediately preceding paragraph) required in connection with herewith, each Assuming Lender party hereto shall become a Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the then remaining principal amount rights and accrued but unpaid interest thereafter shall bear interest which shall be payable obligations of a Lender thereunder and under the other Loan Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on demand at the rates per annum ___________, _________. If you do not so accept this Agreement by such time, our Additional Revolving Commitment set forth in Article II this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 9.02 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. Very truly yours, [NAME OF LENDER], as an Assuming Lender By: ------------------------------------ Name: ------------------------------- Title: ------------------------------ Agreed and Accepted this ____ day of ___________, _______: TRINITY INDUSTRIES, INC. By: ------------------------ Name: ------------------- Title: ------------------ THE CHASE MANHATTAN BANK, as Administrative Agent By: ------------------------ Name: ------------------- Title: ------------------ ANNEX I TO EXHIBIT F Amount of Additional Name of Lender Revolving Commitment Upfront Fee -------------- -------------------- ----------- Total: Annex I 107 EXHIBIT G [FORM OF] COMPLIANCE CERTIFICATE _____________, 200__ The Chase Manhattan Bank, as Administrative Agent 2200 Xxxx Xxxxxx, 3rd Floor Dallas, Texas 75201 Attention: Mike Xxxxxx Xxdies and Gentlemen: Reference is made to that certain Credit Agreement dated as of June 8, 2001 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the maximum rate permitted under applicable law"Credit Agreement"), if lowerby and among Trinity Industries, until such principal Inc., a Delaware corporation ("Borrower"), the Lenders named therein, The Chase Manhattan Bank, as Administrative Agent to the Lenders ("Administrative Agent"), and interest have been paid in fullthe other Agents named therein. Further, Capitalized terms used herein without definition and which are defined in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for shall have the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the respective meanings assigned to such terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under 2. Notwithstanding anything to the terms of the Credit Agreement or under the terms of the other Loan Documents executed contrary contained in connection with the Credit AgreementSections 1.01(a), the then remaining principal amount 1.01(b) and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II 2.02 of the Credit Agreement, or at no time during the maximum rate permitted under applicable lawperiod from the Second Amendment Effective Date to February 28, if lower2001 (such period, until the "Interim Period") shall (i) the aggregate principal amount of Revolving Loans incurred by the Borrower from any Lender during the Interim Period and then outstanding exceed that amount which, when added to the product of (x) such principal Lender's Percentage and interest have been paid in full. Further, in (y) the event sum of (I) the aggregate amount of all Letter of Credit Outstandings at such acceleration, this Competitive Bid Notetime relating to Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings related thereto which are repaid with proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all other Obligations then outstanding Swingline Loans incurred during the Interim Period (exclusive of Swingline Loans incurred during the Interim Period which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective Revolving Loans), equals the product of (1) such Lender's Percentage and (2) the lesser of $7,000,000 and 20% of the Net (Taxes and Sales Commissions) Proceeds from all theretofore consummated sales of Xxxxxxx Shares during the Interim Period (such lesser amount as from time to time in effect being hereinafter referred to as the "Available Amount"), (ii) the aggregate principal amount of all Revolving Loans incurred by the Borrower from all the Lenders during the Interim Period and then outstanding exceed that amount which, when added to the Lender shallsum of (x) the aggregate amount of all Letter of Credit Outstandings at such time relating to Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings related thereto which are repaid with proceeds of, subject and simultaneously with the incurrence of, Revolving Loans) and (y) the aggregate principal amount of all then outstanding Swingline Loans incurred during the Interim Period (exclusive of any such Swingline Loans which are repaid with the proceeds of, and simultaneously with the occurrence of, the respective incurrence of Revolving Loans), equals the Available Amount at such time, (iii) the aggregate principal amount of all outstanding Swingline Loans incurred by the Borrower during the Interim Period (exclusive of any such Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) exceed (x) that amount which, when added to the terms sum of (I) the aggregate principal amount of all then outstanding Revolving Loans incurred during the Interim Period and conditions (II) the aggregate amount of all Letter of Credit Outstandings at such time relating to Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings related thereto which are repaid with proceeds of, and simultaneously with the incurrence of, Swingline Loans), equals the Available Amount at such time or (y) the Maximum Swingline Amount or (iv) any Letter of Credit be issued the Stated Amount of which, when added to the Letter of Credit Outstandings at such time relating to Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings related thereto which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed $5,000,000 or which, when added to the sum of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice aggregate principal amount of all then outstanding Revolving Loans incurred by the Borrower from all the Lenders during the Interim Period (exclusive of any kind, all of such Revolving Loans which are hereby waived by repaid simultaneously with the Borrowerrespective issuance of any Letter of Credit) and Swingline Loans incurred during the Interim Period (exclusive of any such Swingline Loans which are repaid simultaneously with the respective issuance of a Letter of Credit), would exceed the Available Amount at such time. In For the event avoidance of doubt, (i) the limitations set forth in this Competitive Bid Note is not paid when due at any stated or accelerated maturity, Section 2 shall only be in effect during the Borrower agrees to pay, Interim Period and shall be in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates limitations set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events in Sections 1.01(a), 1.01(b) and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.02 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note and consequently, no Credit Event shall be governed bypermitted to occur to the extent that as a result therefrom the limitations set forth in this Section 2 or any such Section of the Credit Agreement are breached, (ii) the Net (Taxes and Sales Commissions) Proceeds from the sale of approximately 6,000,000 shares of Xxxxxxx Shares traded on November 10, 2000 and consummated on or about November 20, 2000 (x) shall be included in determining the Available Amount pursuant to this Section 2 and (y) shall be applied on the Second Amendment Effective Date to repay Loans and to reduce Commitments as provided in Sections 3.03(i) and 4.02(g) of the Credit Agreement (after giving effect to this Amendment) and the Borrower shall deposit gross cash proceeds from such sale in an amount equal to the Estimated Tax Amount in respect of such sale into the Escrow Account established pursuant to, and construed in accordance withas defined in, the law Escrow Account Agreement (as defined below), as required pursuant to Section 4.02(g) of the State of Georgia. All Persons bound on Credit Agreement (after giving effect to this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonAmendment).

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE DENMARK APS By: ------------------------------------ Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $6,000,000 For value received, suretiesMICRO WAREHOUSE FRANCE SARL, guarantors, endorsers or otherwisea societe a responsabilite limitee organized under the laws of France (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders which is signatory thereto (including the Lender) and the Administrative Agent and evidences the Revolving Credit Loans made by all parties bound hereon.the Lender to the Borrower

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationINMAC (UK) LIMITED By: --------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $10,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseINMAC GMBH, a limited liability company organized under the laws of the Federal Republic of Germany (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Ten Million Dollars ($10,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed Except as specifically provided in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, all and no delay in exercising, any rights hereunder on the part of which are hereby waived by the holder of this Term Note shall operate as a waiver of such rights. Exhibit I – Form of Term Note THIS TERM NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS TERM NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS TERM NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit I – Form of Term Note SCHEDULE I Pricing Schedule The Applicable Margin with respect to Commitment Fee, Revolving Advances, Term Advances, and, if applicable, Swing Line Advances shall be determined in accordance with the following Table based on the Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the financial statements most recently delivered pursuant to Section 5.2. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their rightAdjustments, if any, to require such Applicable Margin shall be effective on the holder hereof date the Administrative Agent receives the applicable financial statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to hold deliver the financial statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as security of the date such financial statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fee, Revolving Advances, Term Advances, and, if applicable, Swing Line Advances shall be determined at Level VI and shall remain at such level until the date such financial statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level IV described below until delivery of its unaudited financial statements and corresponding Compliance Certificate for this Competitive Bid Note the fiscal quarter ended September 30, 2011. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any collateral deposited by any period shall be subject to the provisions of said Persons as securitySection 2.8(c). ProtestFor the avoidance of doubt, notice the levels on the pricing grid set forth below are set forth from lowest (Level I) to the highest (Level VI). Applicable Margin Leverage Ratio Eurodollar Advances Base Rate Advances Commitment Fee Level I Is less than 1.00 1.75 % 0.25 % 0.375 % Level II Is greater than or equal to 1.00 but less than 1.50 2.00 % 0.50 % 0.375 % Level III Is greater than or equal to 1.50 but less than 2.00 2.25 % 0.75 % 0.375 % Level IV Is greater than or equal to 2.00 but less than 3.00 2.50 % 1.00 % 0.375 % Level V Is greater than or equal to 3.00 but less than 3.50 2.75 % 1.25 % 0.50 % Level VI Is greater than or equal to 3.50 3.00 % 1.50 % 0.50 % Schedule I SCHEDULE II Commitments, Contact Information ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER Xxxxx Fargo Bank, National Association Address: 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, XX 00000 Attn: Syndication/Agency Services Telephone: (000) 000 0000 Facsimile: (000) 000 0000 with a copy to: Address: 1000 Louisiana, 0xx Xxxxx XXX X0000-000 Xxxxxxx, Xxxxx 00000 Attn: X.X. Xxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 CREDIT PARTIES Borrower/Guarantors Address for Notices: 000 Xxxxxxxx Xxxx Xxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Lender Revolving Commitment Term Commitment Total Commitments Xxxxx Fargo Bank, National Association $ 98,666,667 $ 49,333,333 $ 148,000,000 JPMorgan Chase Bank, N.A. $ 98,666,667 $ 49,333,333 $ 148,000,000 Bank of protestAmerica, notice N.A. $ 98,666,667 $ 49,333,333 $ 148,000,000 Citibank, N.A. $ 86,666,667 $ 43,333,333 $ 130,000,000 Deutsche Bank Trust Company Americas $ 77,333,333 $ 38,666,667 $ 116,000,000 HSBC Bank USA, N.A. $ 50,000,000 $ 25,000,000 $ 75,000,000 Amegy Bank National Association $ 40,000,000 $ 20,000,000 $ 60,000,000 Credit Suisse AG, Cayman Islands Branch $ 26,666,666 $ 13,333,334 $ 40,000,000 Comerica Bank $ 23,333,333 $ 11,666,667 $ 35,000,000 TOTAL: $ 600,000,000 $ 300,000,000 $ 900,000,000 SCHEDULE III Term Advances Amortization Schedule Amount: Quarterly Payment Dates: 1.25% of dishonorthe aggregate Term Advances made on the Effective Date December 31, dishonor2012 March 31, demand2013 June 30, diligence or any other formality are hereby waived by all parties bound hereon.2013 September 30, 2013 2.50% of the aggregate Term Advances made on the Effective Date December 31, 2013 March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 March 31, 2015 June 30, 2015 September 30, 2015 3.75% of the aggregate Term Advances made on the Effective Date December 31, 2015 March 31, 2016 June 30, 2016 September 30, 2016 Schedule 1.1 Existing Letters of Credit Letters of Credit on behalf of Forum Energy Technologies, Inc.: REF NUMBER CURRENCY LC FACE AMOUNT USD EQUIVALENT @ Present Issue Expiry BENEFICIARY NAME Issuing Bank 628485 USD 28,446.51 28,446.51 08/02/10 06/16/12 Parque Industrial Avante JPM 000000 XXX 132,480.04 101,333.98 08/02/10 08/30/12 Xxxxx Engineering Pte Ltd JPM 674947 USD 90,542.00 90,542.00 01/24/11 11/30/11 PPL Shipyard Pte Ltd Xxxxx Fargo 674951 USD 90,542.00 90,542.00 01/24/11 03/02/12 PPL Shipyard Pte Ltd Xxxxx Fargo 681171 USD 3,372.46 3,372.46 05/10/11 11/15/11 PV DRILLING Xxxxx Fargo IS0002157 USD 97,701.90 97,701.90 06/14/11 11/15/11 PPL Shipyard Pte Ltd Xxxxx Fargo USD 400,000.00 400,000.00 08/02/10 05/31/12 XxXxxxxxx Australia Amegy 552806 USD 23,060.82 23,060.82 08/02/10 02/23/12 Petroquimicasuape JPM 522807 USD 27,439.37 27,439.37 08/02/10 02/23/12 Petroquimicasuape JPM XX0000000 USD 48,414.10 48,414.10 09/12/11 03/21/12 Dragados Offshore (via Banco Santander) Xxxxx Fargo 878021 NTD 12,132,340.00 394,907.67 10/15/10 02/01/12 Taiwan Ocean Research Institute JPM 673024 GBP 100,000.00 155,835.00 12/21/10 08/01/14 HCME Xxxxx Fargo 938888 NTD 20,220,567.00 658,179.46 05/18/11 03/01/12 Taiwan Ocean Research Institute JPM CTCS- 707566 USD 33,729.00 33,729.00 11/10/09 05/31/12 Commercial Bank of Qatar (Qatar Petroleum) JPM CTCS- 765217 USD 400,305.00 400,305.00 06/12/09 02/01/12 Trade Bank of Iraq (Iraqi Drilling Company of the Ministry of Oil) JPM CTCS- 846243 USD 39,560.00 39,560.00 07/15/10 01/30/12 Trade Bank of Iraq (North Oil Company) JPM CTCS- 897418 USD 1,000,000.00 1,000,000.00 12/20/10 11/30/11 National Bank of Abu Dhabi (Abu Dhabi Company for Onshore Oil) JPM CTCS- 935885 AED 150,000.00 40,872.00 05/10/11 10/15/11 National Bank of Abu Dhabi (Abu Dhabi Gas Development Company) JPM CTCS- 936660 USD 13,050.00 13,050.00 06/07/11 10/31/11 Trade Bank of Iraq (South Oil Co.) JPM CTCS- 946212 USD 1,000,000.00 1,000,000.00 07/28/11 11/30/11 National Bank of Abu Dhabi (Abu Dhabi Company for Onshore Oil) JPM IS0002833 USD 8,072.70 8,072.70 09/12/11 07/31/12 Turkiye Petrolleri A.O. (via Eurobank Tekfen) Xxxxx Fargo CPCS- 958570 GBP 230,815.50 359,691.33 09/27/11 03/28/12 HII Mozambique (via JPM London) JPM Outstanding 5,015,055.30 Exchange Rates AED 0.2725 Eur 1.3387 GBP 1.5584 NTD 0.0326 SGD 0.7649 USD 1.0000 Schedule 1.1 Schedule 4.1 Subsidiary Organizational Information Entity Name Type of Organization State of Formation 1. A.B.Z. Manufacturing, Inc. Corporation Kansas

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of Except as specifically provided in the Credit Agreement or under and the terms other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the other Loan Documents executed holder of this CapEx Note shall operate as a waiver of such rights. THIS CAPEX NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS CAPEX NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS CAPEX NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. ALY ENERGY SERVICES INC. By: Name: Title: Exhibit H-4 – Form of CapEx Note EXHIBIT I-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 26, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aly Energy Services Inc., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent (in connection with such capacity, the “Administrative Agent”), as issuing lender and as swing line lender. Pursuant to the provisions of Section 2.12 of the Credit Agreement, the then remaining principal amount undersigned hereby certifies that (i) it is the sole record and accrued but unpaid interest thereafter beneficial owner of the loan(s) (as well as any Note(s) evidencing such loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall bear interest promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall be payable on demand at have the rates per annum set forth meanings given to them in Article II the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: Exhibit I-1 – Form of U.S. Tax Compliance Certificate EXHIBIT I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 26, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aly Energy Services Inc., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as issuing lender and as swing line lender. Pursuant to the provisions of Section 2.12 of the Credit Agreement, or the maximum rate permitted under applicable lawundersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, if lower(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender shallwith a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, subject the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the terms and conditions undersigned, or in either of the Loan Documentstwo calendar years preceding such payments. Unless otherwise defined herein, become immediately due terms defined in the Credit Agreement and payableused herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: Exhibit I-2 – Form of U.S. Tax Compliance Certificate EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 26, without presentation2012 (as amended, demand, protest supplemented or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityotherwise modified from time to time, the Borrower agrees “Credit Agreement”), among Aly Energy Services Inc., a Delaware corporation (the “Borrower”), the lenders party thereto from time to paytime, Xxxxx Fargo Bank, National Association, as administrative agent (in addition such capacity, the “Administrative Agent”), as issuing lender and as swing line lender. Pursuant to the principal and interest, all costs provisions of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this Competitive Bid Note may not be assigned certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the Lender to another Personfollowing forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN and an IRS Form W-8ECI from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. This Competitive Bid Note shall be governed by, and construed in accordance withBy executing this certificate, the law undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the State two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: Exhibit I-3 – Form of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, U.S. Tax Compliance Certificate EXHIBIT I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby waive made to the full extent permitted by law Credit Agreement dated as of October 26, 2012 (as amended, supplemented or otherwise modified from time to time, the benefits of all “Credit Agreement”), among Aly Energy Services Inc., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as issuing lender and as swing line lender. Pursuant to the provisions of law for stay Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the loan(s) (as well as any Note(s) evidencing such loan(s)) in respect of which it is providing this certificate, (ii) its direct or delay indirect partners/members are the sole beneficial owners of execution or sale such loan(s) (as well as any Note(s) evidencing such loan(s)), (iii) with respect to the extension of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker credit pursuant to this Credit Agreement or any other party hereto had no property available for Credit Document, neither the satisfaction undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the debt evidenced Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN and an IRS Form W-8ECI from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this instrumentcertificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or until any other proceedings can be had against any in either of themthe two calendar years preceding such payments. Unless otherwise defined herein, also their right, if any, terms defined in the Credit Agreement and used herein shall have the meanings given to require them in the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: Exhibit I-4 – Form of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.U.S. Tax Compliance Certificate

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE (DEUTSCHLAND) GMBH By: ------------------------------------ Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $1,750,000 For value received, suretiesMICRO WAREHOUSE JAPAN, guarantorsINC., endorsers or otherwisea limited liability company organized under the laws of Japan (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders which is signatory thereto (including the Lender) and the Administrative

of the Credit Agreement. If payment The holder of all sums due hereunder this Note is accelerated under authorized to record the terms date and amount of each Loan made by the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower continuation made pursuant to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.6 of the Credit Agreement, this Competitive Bid Note may not on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be assigned attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to another Personmake any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Competitive Bid Note is one of the Revolving Credit Notes referred to in the Credit Agreement dated as of June 23, 2022, among the Borrower, Xxxxxxxx 66, as the Initial Guarantor, the Lender, certain other banks and financial institutions parties thereto and Mizuho Bank, Ltd., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be governed bydeclared to be, immediately due and payable all as provided therein. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXXX 66 COMPANY By: _____________________________ Name: _____________________________ Title: _____________________________ Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Reference Rate Loans Made or Converted From Term SOFR Loans Amount of Reference Rate Loans Paid or Converted into Term SOFR Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By of Schedule to Note TERM SOFR LOANS, CONVERSIONS AND PAYMENTS OF TERM SOFR LOANS Date Amount of Term SOFR Loans Made or Converted from Reference Rate Loans Interest Period and Term SOFR with Respect Thereto Amount of Term SOFR Loans Paid or Converted into Reference Rate Loans Unpaid Principal Balance of Term SOFR Loans Notation Made By EXHIBIT B FORM OF BORROWING REQUEST Mizuho Bank, Ltd., as Administrative Agent _________________________ _________________________ Attention: _________________________ [Date] Reference: Xxxxxxxx 66 Company Ladies and Gentlemen: The undersigned, Xxxxxxxx 66 Company, refers to the Credit Agreement dated as of June 23, 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement,” with terms defined therein and not otherwise defined herein being used herein as therein defined), among the undersigned, Mizuho Bank, Ltd., as Administrative Agent and an Issuing Bank, the Lenders and other Persons from time to time party thereto, and construed in accordance withthe undersigned hereby gives you notice, the law irrevocably, pursuant to Section 2.3 of the State of Georgia. All Persons bound on this obligationCredit Agreement, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for undersigned hereby requests a borrowing under the satisfaction Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.3 of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Credit Agreement:

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed in connection with Except as specifically provided by the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Subsidiary Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees No failure to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsexercise, and interest due no delay in exercising, any rights hereunder thereon at on the rates set forth above. The Credit Agreement provides for the acceleration part of the maturity holder of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Swingline Note shall be governed byoperate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Exhibit E-2 – Form of Swingline Note (Borrowing Subsidiary) THIS SWINGLINE NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. [NAME OF SUBSIDIARY BORROWER] By: Name: Title: Exhibit E-2 – Form of Swingline Note (Borrowing Subsidiary) Exhibit F Form of Opinion of Parent’s Counsel [See attached.] FIRM and construed in accordance withAFFILIATE OFFICES NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, the law of the State of Georgia. All Persons bound on this obligationDC SAN FRANCISCO SAN DIEGO xxx.xxxxxxxxxxx.xxx BOSTON HOUSTON LOS ANGELES HANOI September 28, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.2012 HO CHI MINH CITY ATLANTA BALTIMORE WILMINGTON MIAMI

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE FRANCE SARL By: -------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ----------- -- REVOLVING CREDIT NOTE $6,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE (DEUTSCHLAND) GMBH, a limited liability company organized under the laws of the Federal Republic of Germany (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any other formality are hereby waived error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by all parties bound hereon.that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed Except as specifically provided in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, all and no delay in exercising, any rights hereunder on the part of which are hereby waived the holder of this Revolving Note shall operate as a waiver of such rights. THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Exhibit F – Form of Revolving Note THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit F – Form of Revolving Note EXHIBIT G FORM OF PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, dated as of August 2, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is by and among FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower party hereto from time to time (collectively with the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay“Grantors” and individually, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsa “Grantor”), and interest due hereunder thereon at XXXXX FARGO BANK, NATIONAL ASSOCIATION., as administrative agent (the rates set forth above. The “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender referred to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonherein).

of the Credit Agreement. If payment Except as specifically provided by the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS REVOLVING NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE Exhibit D– Form of Revolving Note TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. DIAMOND OFFSHORE DRILLING, INC. By: Name: Title: Exhibit D– Form of Revolving Note EXHIBIT E FORM OF SWINGLINE NOTE $75,000,000.00 , FOR VALUE RECEIVED, the undersigned, DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement or under Agreement. This Swingline Note is the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwingline Note referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms of, the 5-Year Revolving Credit Agreement dated as of September 28, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to payLenders who are or may become a party thereto, the issuing banks party thereto and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth aboveCredit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swingline Note upon the occurrence happening of certain events stated in the Credit Agreement and for the prepayments of Competitive Bid Loans principal prior to the maturity of this Swingline Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Lender shall record payments of principal made under this Swingline Note, this Competitive Bid Note may not be assigned by but no failure of the Lender to another Person. This Competitive Bid Note make such recordings shall be governed by, and construed in accordance with, affect the law of the State of Georgia. All Persons bound on Borrower’s repayment obligations under this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonSwingline Note.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed Except as specifically provided in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, all and no delay in exercising, any rights hereunder on the part of which are hereby waived the holder of this Revolving Note shall operate as a waiver of such rights. [This Revolving Note is given in renewal, increase and modification, but not in discharge or novation, of that certain Revolving Note dated [August 2, 2010][June 29, 2011] made by the Borrower payable to the order of the Payee in an aggregate amount of [$ ].] Exhibit F – Form of Revolving Note THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit F – Form of Revolving Note EXHIBIT G FORM OF PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, dated as of August 2, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is by and among FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (the “Borrower. In ”), each subsidiary of the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityBorrower party hereto from time to time (collectively with the Borrower, the Borrower agrees to pay“Grantors” and individually, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsa “Grantor”), and interest due hereunder thereon at XXXXX FARGO BANK, NATIONAL ASSOCIATION., as administrative agent (the rates set forth above. The “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender referred to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonherein).

of the Credit Agreement. If payment of all sums due hereunder is accelerated under (i) On the terms full, final, and complete satisfaction of the Obligations (other than contingent contractual indemnities and Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the Letter of Credit Issuer have been made in accordance with the Credit Agreement), this Security Agreement and the rights and liens of the Administrative Agent shall be automatically released and of no further force or effect. Thereafter, upon request, Administrative Agent, on behalf of Secured Parties, shall provide Fund [and Managing Entity], at its sole expense, a written release of their respective obligations hereunder and of the Collateral in form reasonably acceptable to Fund [and Managing Entity]. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS. Executed on the date first above written. FUND: [XXXXXXX XXXXX PRIVATE MIDDLE MARKET CREDIT II LLC] By: Name: Title: [MANAGING ENTITY: [ ] By: Name: Title:] Security Agreement ACKNOWLEDGED AND AGREED: MUFG UNION BANK, N.A., as Administrative Agent By: Name: Title: Security Agreement EXHIBIT F to Revolving Credit Agreement or under by and among Xxxxxxx Sachs Private Middle Market Credit II LLC as Initial Borrower, and MUFG Union Bank, N.A., as Administrative Agent ASSIGNMENT OF CAPITAL CONTRIBUTION ACCOUNT Dated as of , 20 For value received, XXXXXXX XXXXX PRIVATE MIDDLE MARKET CREDIT II LLC, a Delaware limited liability company (“Assignor”), hereby (i) pledges and charges to MUFG UNION BANK, N.A., as administrative agent (“Assignee”) for the terms benefit of the Lenders, the Letter of Credit Issuer and the Agents (collectively, the “Secured Parties”, and each a “Secured Party”) under that certain Revolving Credit Agreement, dated as of May 9, 2019 (as amended, modified, supplemented, or restated from time to time, the “Credit Agreement”), by and among Xxxxxxx Sachs Private Middle Market Credit II LLC, as borrower, MUFG Union Bank, N.A., as administrative agent (the “Administrative Agent”), the Letter of Credit Issuer and the lenders (together with such other Loan Documents executed lending institutions which become party to the Credit Agreement, or have been, or may hereafter be, assigned an interest as lender in connection accordance with the Credit Agreement, the then remaining principal amount “Lenders”) and accrued but unpaid agents from time to time party thereto, and (ii) grants to Assignee, a common law lien, claim, encumbrance upon and security interest thereafter shall bear in the deposit and securities accounts maintained by Assignor at State Street Bank and Trust Company (in its capacity as depository bank with respect to any deposit accounts or securities intermediary with respect to any securities accounts, as applicable, the “Depository”) listed on Schedule A hereto and any extensions or renewals thereof, if the account is one which may be extended or renewed, and any successor or substitute accounts agreed between Assignor and Assignee (such account or accounts and any extensions or renewals, or successors or substitutes being hereinafter called the “Account”), together with all of Assignor’s right, title, and interest which shall be (whether now existing or hereafter created or arising) in and to the Account, all sums or other property now or at any time hereafter on deposit therein, credited thereto, or payable on demand at thereon, all proceeds and products thereof, and all instruments, documents, certificates, and other writings evidencing the rates per annum set forth Account (in Article II each case, except items excluded from the definition of Collateral pursuant to the last paragraph of Section 5.01 of the Credit Agreement), or on the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the following terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.conditions:

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationINMAC GMBH By: --------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $2,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseINMAC SA, a societe anonyme organized under the laws of France (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Two Million Dollars ($2,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If The Program Manager is authorized to record, on the schedule annexed hereto and made a part hereof or on other appropriate records of the Program Manager the date and amount of each Loan made by the Lenders, each continuation thereof, the interest rate from time to time on each Loan and the date and amount of each payment or prepayment of all sums due principal thereof. Any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of the Program Manager to make any such recordation (or any error in such recordation) shall not affect the obligations of Recco hereunder is accelerated or under the Credit Agreement in respect of the Loans. This Lender Note is the Lender Note referred to in the Credit Agreement dated as of January 9, 2003 (as amended, supplemented or otherwise modified and in effect from time to time, the "Credit Agreement") among Recco, Eiffel Funding, LLC (the "Conduit Lender), CDC Financial Products Inc. (the "Committed Lender", and together with the Conduit Lender, the "Lenders") and the Program Manager, and is entitled to the benefits thereof. Capitalized terms used herein without definition have the meanings assigned to them in the Credit Agreement. This Lender Note is subject to optional and mandatory prepayment as provided in the Credit Agreement. Upon the occurrence of the Wind-Down Date, the Program Manager shall have all of the remedies specified in the Credit Agreement. Recco hereby waives presentment, demand, protest and all notices of any kind. THIS LENDER NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS LENDER NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. ONYX ACCEPTANCE RECEIVABLES CORPORATION By ______________________________ Name: Title: Schedule 1 to LENDER NOTE Principal Interest on Prepayment Date of Loans Loans of Loans Notation By ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ DATED: B-3 EXHIBIT C NOTICE OF BORROWING Onyx Acceptance Receivables Corporation hereby requests that the Lenders make a Loan to it on [insert Borrowing Date] in the amount of [amount of Loan requested] by crediting the Collection Account by 10:00 a.m. (New York City time) on [insert Borrowing Date] (capitalized terms used herein have the meaning assigned to them in the Credit Agreement dated as of January 9, 2003, as amended, modified or supplemented from time to time). Onyx Acceptance Receivables Corporation hereby certifies as of the date hereof that (i) the representations and warranties made in Section 3 of the Credit Agreement or under the terms are true and correct on and as of the other Borrowing Date for such Loan, both before and after giving effect to such Loan, (ii) each of the representations and warranties made in the Operative Documents by the Seller and the Servicer (if the Seller or any Affiliate of the Seller) are true and correct on and as of the Borrowing Date for such Loan, both before and after giving effect to such Loan Documents executed and (iii) that each condition precedent to the making of such Loan, as described in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II Section 4(b) of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have has been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonsatisfied.

of the Credit Agreement. If payment The holder of all sums due hereunder this Note is accelerated under authorized to record the terms date and amount of each Loan made by the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower continuation made pursuant to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.6 of the Credit Agreement, this Competitive Bid Note may not on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be assigned attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to another Personmake any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Competitive Bid Note is one of the Revolving Credit Notes referred to in the Credit Agreement dated as of June 7, 2013, among the Borrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrumentbecome, or until any other proceedings can may be had against any declared to be, immediately due and payable all as provided therein. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Signature Page to Revolving Credit Note XXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, its General Partner By: Name: Title: Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of themReference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By Note EURODOLLAR LOANS, also their rightCONVERSIONS AND PAYMENTS OF EURODOLLAR LOANS Date Amount of Eurodollar Loans Made or Converted from Reference Rate Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Eurodollar Loans Paid or Converted into Reference Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By EXHIBIT B FORM OF SWING LINE NOTE New York, if anyNew York , to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.20

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. ALY ENERGY SERVICES INC. By: Name: Title: Exhibit H-1 – Form of Revolving Note EXHIBIT H-2 FORM OF TERM NOTE $__________________ ______________, ___ For value received, the undersigned ALY ENERGY SERVICES INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of ______________ (“Payee”) the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Term Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Term Advances from the date of such Term Advances until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Term Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Term Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteTerm Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms of, the Credit Agreement dated as of October 26, 2012 (as the same may be amended, restated, amended and conditions of restated, supplemented or otherwise modified from time to time, the Loan Documents“Credit Agreement”), become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to lenders party thereto (the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements“Lenders”), and interest due hereunder thereon at Xxxxx Fargo Bank, National Association, as administrative agent (the rates set forth above“Administrative Agent”) for the Lenders, as issuing lender and as swing line lender. Capitalized terms used in this Term Note that are defined in the Credit Agreement and not otherwise defined in this Term Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Term Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term Advance being evidenced by this Term Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Term Note upon the occurrence happening of certain events stated in the Credit Agreement and for the optional and mandatory prepayments of Competitive Bid Loans principal prior to the maturity of this Term Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this Term Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Term Note. This Competitive Bid Term Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranty.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under (i) On the terms full, final, and complete satisfaction of the Credit Obligations (other than contingent indemnification obligations and unasserted expense reimbursement obligations), this Security Agreement shall be of no further force or under effect. Thereafter, upon request, the terms Administrative Agent, on behalf of the Secured Parties, shall provide the Fund, at its sole expense, a written release of their respective obligations hereunder and of the Collateral in form reasonably acceptable to the Fund. Executed on the date first above written. FUND: [AGTB PRIVATE BDC, a Delaware statutory trust By: ____________________________________ Name: Title:] THIS SECURITY AGREEMENT ACCEPTED AND AGREED BY: ADMINISTRATIVE AGENT: XXXXXX XXXXXXX ASSET FUNDING INC., as Administrative Agent By: ____________________________________ Name: Title: EXHIBIT H FORM OF ASSIGNMENT OF COLLATERAL ACCOUNT [DATE] For value received, [AGTB PRIVATE BDC, a Delaware statutory trust] (“Assignor”) hereby (i) collaterally assigns, grants, charges and pledges to XXXXXX XXXXXXX ASSET FUNDING INC., as Administrative Agent for the benefit of the Secured Parties (as defined below) (“Assignee”) under that certain Revolving Credit Agreement, dated as of June 10, 2022 (as amended, modified, supplemented, or restated from time to time, the “Credit Agreement”; capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement), by and among, inter alios, AGTB Private BDC, a Delaware statutory trust, the other Loan Documents executed Fund Borrowers party thereto, the Qualified Borrowers party thereto, Xxxxxx Xxxxxxx Asset Funding Inc., as the Administrative Agent (in connection such capacity, the “Administrative Agent”) for the lenders party thereto (together with such other lending institutions which become party to the Credit Agreement, or have been, or may hereafter be, assigned an interest as lender in accordance with the Credit Agreement, the then remaining principal amount “Lenders”; the Administrative Agent and accrued but unpaid Lenders being collectively, the “Secured Parties”), and the other Lenders party thereto, and (ii) grants to Assignee, a lien, claim, encumbrance upon and security interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II each of the Credit Agreementaccounts listed on Schedule I attached hereto at [_______________] (the “Depository”), and any extensions or renewals thereof, if any account is one which may be extended or renewed, and any successor or substitute accounts (such account or accounts and any extensions or renewals being hereinafter collectively called the “Account”), together with all of Assignor’s right, title, and interest (whether now existing or hereafter created or arising) in and to the Account, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon, all proceeds and products thereof (other than Investments of the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteFund), and all instruments, documents, certificates, and other Obligations of writings evidencing the Borrower to Account, on the Lender shall, subject to the following terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.conditions:

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE DENMARK APS By: ----------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $7,500,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE LIMITED, a limited liability company organized under the laws of England and Wales (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any other formality are hereby waived error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by all parties bound hereon.that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed Except as specifically provided in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, all and no delay in exercising, any rights hereunder on the part of the holder of this Swing Line Note shall operate as a waiver of such rights. THIS SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, Exhibit D-3 – Form of Swing Line Note THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5- 1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Signature Page Follows] Exhibit D-3 – Form of Swing Line Note PIONEER INVESTMENT, INC. By: Name: Title: Exhibit D-3 – Form of Swing Line Note EXHIBIT E-1 FORM OF NOTICE OF REVOLVING BORROWING [Date] Xxxxx Fargo Bank, National Association, as Administrative Agent 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Syndication/Agency Services Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Ladies and Gentlemen: Pursuant to Section [2.4(a)][2.3(d)]1 of the Credit Agreement dated as of August 7, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time-to-time, the “Credit Agreement”; the defined terms of which are hereby waived by used in this Notice of Revolving Borrowing unless otherwise defined in this Notice of Revolving Borrowing) among (a) Pioneer Investment, Inc., a Delaware corporation (the “Borrower. In ”), (b) Pioneer Intermediate, Inc., a Delaware corporation, (c) the event this Competitive Bid Note is not paid when due at any stated or accelerated maturitylenders party thereto from time to time, (d) Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as an Issuing Lender and as Swing Line Lender, and (e) HSBC Bank Canada, as an Issuing Lender, the undersigned hereby gives you irrevocable notice that the Borrower agrees to payhereby requests a [Revolving][Swing Line] Borrowing (the “Proposed Borrowing”), and in addition connection with that request sets forth below the information relating to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except Proposed Borrowing as permitted required by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.:

of the Credit Agreement. If The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or otherwise record in accordance with its usual practice, the date and amount of each Competitive Bid Loan and the date and amount of each principal payment of all sums due hereunder; provided, however, that the failure to so record shall not affect the Company's obligations hereunder is accelerated under the terms of the Credit Agreement or under the terms Credit Agreement. This Note (Competitive Bid Loans) is one of the other Loan Documents executed in connection with Notes issued pursuant to, and is entitled to the Credit Agreementbenefits of, the then remaining principal amount 364-DAY Credit Agreement dated as of July 22, 1999 among American National Can Group, Inc. (the "Company"), the Subsidiary Borrowers from time to time party thereto, the financial institutions parties thereto (the "Lenders"), The First National Bank of Chicago, individually and accrued but unpaid interest thereafter shall bear interest which shall be payable as Administrative Agent on demand at the rates per annum set forth in Article II behalf of the Credit AgreementLenders, or The Chase Manhattan Bank, individually and as syndication agent (the maximum rate permitted under applicable law"Syndication Agent") on behalf of the Lenders, if lowerABN AMRO Bank N.V., until such principal individually and interest have been paid in full. Furtheras co-documentation agent and arranger (the "Co-Documentation Agent and Arranger") on behalf of the Lenders, in Royal Bank of Canada, individually and as co-documentation agent and arranger (the event "Co-Documentation Agent and Arranger") on behalf of such accelerationthe Lenders, this Competitive Bid NoteBanque Nationale De Paris, individually and as arranger (the "Arranger") on behalf of the Lenders, Chase Securities, Inc., individually and as lead arranger and joint book manager (the "Lead Arranger and Joint Book Manager") on behalf of the Lenders, and all other Obligations Banc One Capital Markets, Inc., individually and as lead arranger and joint book manager (the "Lead Arranger and Joint Book Manager") on behalf of the Borrower Lenders, to the Lender shall, subject to which Credit Agreement reference is hereby made for a statement of the terms and conditions of under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees meanings attributed to pay, them in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement. AMERICAN NATIONAL CAN GROUP, this Competitive Bid Note may not be assigned by the Lender to another PersonINC. This Competitive Bid Note shall be governed byBy: --------------------------- Name: Title: 192 SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO PROMISSORY NOTE (COMPETITIVE BID LOANS) OF AMERICAN NATIONAL CAN GROUP, and construed in accordance withINC. [DATE] Principal Maturity Principal Amount of of Interest Amount Unpaid Date Loan Period Paid Balance ---- ---- ------ ---- ------- 193 EXHIBIT L TO 364-DAY CREDIT AGREEMENT Dated as of July 22, the law of the State of Georgia. All Persons bound on this obligation1999 FORM OF COMPETITIVE BID QUOTE REQUEST (Section 2.1(B)) COMPETITIVE BID QUOTE REQUEST ___________ , whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.19

of the Credit Agreement. If payment Except as specifically provided by the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS REVOLVING NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. [DIAMOND OFFSHORE DRILLING, INC.] [DIAMOND FOREIGN ASSET COMPANY] By: Name: Title: Exhibit D – Form of Revolving Note EXHIBIT E FORM OF SWINGLINE NOTE $100,000,000 ______________, ___ FOR VALUE RECEIVED, the undersigned, [DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation] [DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company] (the “Borrower”), hereby promises to pay to the order of ______________ (“Lender”) the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement or under Agreement. This Swingline Note is the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwingline Note referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityof, the 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower agrees to payand [Diamond Offshore Drilling Inc.][Diamond Foreign Asset Company], in addition to as borrowers, the principal and interestLenders who are or may become a party thereto, all costs of collection, including reasonable attorneys' fees and disbursementsthe issuing banks party thereto, and interest due hereunder thereon at Xxxxx Fargo Bank, National Association, as administrative agent (the rates set forth above“Administrative Agent”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swingline Note upon the occurrence happening of certain events stated in the Credit Agreement and for the prepayments of Competitive Bid Loans principal prior to the maturity of this Swingline Note upon the terms and conditions specified therein. Except as permitted by Section 11.01 of in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Lender shall record payments of principal made under this Swingline Note, this Competitive Bid Note may not be assigned by but no failure of the Lender to another Person. This Competitive Bid Note make such recordings shall be governed by, and construed in accordance with, affect the law of the State of Georgia. All Persons bound on Borrower’s repayment obligations under this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonSwingline Note.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE JAPAN, whether primarily INC. By: ---------------------------- Name: Title: Amount of Loan (as applicable, in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ----------- -- REVOLVING CREDIT NOTE $500,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE AG, a corporation organized under the laws of Switzerland (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Five Hundred Thousand Dollars ($500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationINMAC B.V. By: ----------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $3,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseINMAC AB, a corporation organized under the laws of the Kingdom of Sweden (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Three Million Dollars ($3,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE NORWAY AS By: ----------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE DENMARK APS, a corporation organized under the laws of the Kingdom of Denmark (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of One Million Dollars ($1,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE SWEDEN AB By: ------------------------------------ Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $4,000,000 For value received, suretiesMICRO WAREHOUSE HOLDING B.V., guarantors, endorsers or otherwisea company with limited liability organized under the laws of The Netherlands (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Four Million Dollars ($4,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders which is signatory thereto (including the Lender) and the Administrative Agent and evidences the Revolving Credit Loans made by all parties bound hereon.the Lender to the Borrower

of the Credit Agreement. If payment The holder of all sums due hereunder this Note is accelerated under authorized to record the terms date and amount of each Loan made by the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower continuation made pursuant to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.6 of the Credit Agreement, this Competitive Bid Note may not on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be assigned attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to another Personmake any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Competitive Bid Note is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement dated as of July 30, 2019, among the Borrower, Xxxxxxxx 66 Company, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be governed bydeclared to be, immediately due and payable all as provided therein. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. XXXXXXXX 66 By: _______________________________ Name: Title: Signature Page to Form of Revolving Credit Note Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Reference Rate Loans Made or Converted From Eurocurrency Loans Amount of Reference Rate Loans Paid or Converted into Eurocurrency Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ of Schedule to Note EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate, AlternateCurrency Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate, AlternateCurrency Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ of Schedule to Note ALTERNATE CURRENCY LOANS, CONVERSIONSAND PAYMENTS OF ALTERNATE CURRENCY LOANS Date Amount of Alternate Currency Loans Made or Converted from Reference Rate or Eurodollar Rate Loans Interest Period and Alternate Currency Rate with Respect Thereto Amount of Alternate Currency Loans Paid or Converted into Reference Rate or Eurodollar Rate Loans Unpaid Principal Balance of Alternate Currency Loans Notation Made By _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ EXHIBIT B [Intentionally Deleted] EXHIBIT C FORM OF BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent 0000 Xxxxxx Xxxxxx, 10th Floor Houston, Texas, 77002 Attention: Loan and Agency Services, Xxxxxx Xxxxxxxx [Date] Reference: Xxxxxxxx 66 Ladies and Gentlemen: The undersigned, XXXXXXXX 66, refers to the Amended and Restated Credit Agreement dated as of July 30, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement,” with terms defined therein and not otherwise defined herein being used herein as therein defined), among the undersigned, JPMorgan Chase Bank, N.A., as Administrative Agent and an Issuing Bank, the Lenders and other Persons from time to time party thereto, and construed in accordance withthe undersigned hereby gives you notice, the law irrevocably, pursuant to Section 2.3 of the State of Georgia. All Persons bound on this obligationCredit Agreement, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for undersigned hereby requests a borrowing under the satisfaction Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.3 of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Credit Agreement:

of the Credit Agreement. If payment The holder of all sums due hereunder this Note is accelerated under authorized to record the terms date and amount of each Loan made by the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II Lender pursuant to Section 2.1 of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such each payment of principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Notewith respect thereto, and all other Obligations of the Borrower each conversion or continuation made pursuant to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 2.6 of the Credit Agreement, this Competitive Bid Note may not on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be assigned attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to another Personmake any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Competitive Bid Note is one of the Notes referred to in the Credit Agreement dated as of [__], 2021, among the Borrower, Phillips 00 Xxxxners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and the Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be governed bydeclared to be, immediately due and payable all as provided therein. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. PHILLIPS 00 XXXXNERS LP By PHILLIPS 00 XXXXNERS GP LLC, its General Partner By: Name: Title: of Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Reference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ of Schedule to Note EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ EXHIBIT C [FORM OF] BORROWING REQUEST The Bank of Nova Scotia, Houston Branch [_____] Attention: [_____] [_____] [_____] Phone: [_____] Fax: [_____] Email: [_____] [_____], 2021 Reference: Phillips 00 Xxxxners LP Ladies and Gentlemen: The undersigned, PHILLIPS 00 XXXXNERS LP, refers to the Credit Agreement dated as of [__], 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement,” with terms defined therein and not otherwise defined herein being used herein as therein defined), among the undersigned, Phillips 00 Xxxxners Holdings LLC, as the Initial Guarantor, The Bank of Nova Scotia, Houston Branch, as Administrative Agent, the Lenders and other Persons from time to time party thereto, and construed in accordance withthe undersigned hereby gives you notice, the law irrevocably, pursuant to Section 2.3 of the State of Georgia. All Persons bound on this obligationCredit Agreement, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for undersigned hereby requests a borrowing under the satisfaction Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.3 of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Credit Agreement:

of the Credit Agreement. If payment Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of all sums due intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Revolving Note shall operate as a waiver of such rights. This Revolving Note may not be assigned except in compliance with the Credit Agreement. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (EXCEPT THAT CHAPTER 346 OF THE TEXAS FINANCE CODE SHALL NOT APPLY TO THIS REVOLVING NOTE). Exhibit G-1 – Form of Revolving Note THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. HI-CRUSH PARTNERS LP By: Hi-Crush GP LLC, its general partner By: Name: Title: Exhibit G-1 – Form of Revolving Note EXHIBIT G-2 FORM OF SWING LINE NOTE $ , For value received, the undersigned HI-CRUSH PARTNERS LP, a Delaware limited partnership (“Borrower”), hereby promises to pay to (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is accelerated under paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement or under the terms Agreement. This Swing Line Note is one of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid NoteSwing Line Notes referred to in, and all other Obligations of the Borrower is entitled to the Lender shallbenefits of, and is subject to the terms of, the Credit Agreement dated as of August 21, 2012 (as the same may be amended, restated, amended and conditions of restated, supplement or otherwise modified from time to time, the Loan Documents“Credit Agreement”), become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by among the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to lenders party thereto (the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements“Lenders”), and interest due hereunder thereon at Amegy Bank National Association, as administrative agent (the rates set forth above“Administrative Agent”) for the Lenders, as Issuing Lender and as Swing Line Lender. Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement and not otherwise defined in this Swing Line Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement Agreement, among other things, (a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and (b) contains provisions for acceleration of the maturity of this Competitive Bid Swing Line Note upon the occurrence happening of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of stated in the Credit Agreement, this Competitive Bid Note may not be assigned . Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Lender Administrative Agent to another Personthe Borrower in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Competitive Bid Swing Line Note shall be governed by, is secured by the Security Documents and construed in accordance with, guaranteed pursuant to the law terms of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonGuaranty.

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed Except as specifically provided in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentationhereby waives presentment, demand, protest or protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, all and no delay in exercising, any rights hereunder on the part of which are hereby waived the holder of this Revolving Note shall operate as a waiver of such rights. [This Revolving Note is given in renewal and modification of, and in exchange for, but not in discharge or novation of, that certain Revolving Note dated October 4, 2011 made by the Borrower payable to the order of the Payee in an aggregate principal amount of [$ ].] Exhibit F – Form of Revolving Note THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Signature Page Follows.] Exhibit F – Form of Revolving Note FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit F – Form of Revolving Note EXHIBIT G FORM OF PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, dated as of August 2, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is by and among FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (the “Borrower. In ”), each subsidiary of the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityBorrower party hereto from time to time (collectively with the Borrower, the Borrower agrees to pay“Grantors” and individually, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursementsa “Grantor”), and interest due hereunder thereon at XXXXX FARGO BANK, NATIONAL ASSOCIATION., as administrative agent (the rates set forth above. The “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender referred to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonherein).

of the Credit Agreement. If payment All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Letter of all sums due hereunder Credit and Loan Agreement of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") between the Borrower and the Lender. This Note is accelerated under the terms of Note referred to in the Credit Agreement and shall be entitled to the benefit of all terms and conditions of, and the security of all security interests, liens and rights granted under or under in connection with, the terms of Credit Agreement and the other Loan Documents executed Documents, and is subject to optional and mandatory prepayment as provided in connection the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may be declared to be or may automatically become immediately due and payable as provided in the Credit Agreement. The Borrower acknowledges that the holder of this Note may assign, transfer or sell all or a portion of its rights and interests in, to and under this Note to one or more Persons as provided in the Credit Agreement and that such Persons shall thereupon become vested with all of the rights and benefits of the Lender in respect hereof as to all or that portion of this Note which is so assigned, transferred or sold. In the event of any conflict between the terms hereof and the terms and provisions of the Credit Agreement, the then remaining principal amount terms and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II provisions of the Credit AgreementAgreement shall control. The Borrower waives presentment, or demand for payment, protest and notice of dishonor of this Note and authorizes the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payableholder hereof, without presentationnotice, demand, protest to increase or notice decrease the rate of interest on any kind, all of which are hereby waived by the Borrower. In the event amount owing under this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of accordance with the Credit Agreement. The Borrower shall make all payments hereunder without setoff, this Competitive Bid recoupment, deduction or counterclaim. No failure to exercise and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Note may not be assigned changed or modified orally, but only by an agreement in writing, which is signed by the Lender to another Personparty or parties against whom enforcement of any waiver, change or modification is sought. This Competitive Bid Note shall be governed byTHE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND DECISIONS OF THE STATE OF NEW YORK. EACH OF THE BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE LENDER HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACTS OR OMISSIONS OF THE BORROWER, THE LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE. ORMAT NEVADA INC. By: ---------------------------- Xxxxxx Xxxxxxxx Authorized Representative EXHIBIT B SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT dated as of ____ __, ____ (this "Agreement") between Ormat Technologies, Inc., a Delaware corporation (together with its successors and assigns, the "Junior Lender"), and construed in accordance withXxxxxx United Bank, a bank organized under the law laws of the State of Georgia. All Persons bound on this obligationNew Jersey (together with its successors and assigns, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon"Xxxxxx United").

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction Connecticut of the debt evidenced by this instrumentUnited States of America. INMAC AB By: --------------------------------------- Name: Title: Amount of Loan (as applicable, in Dollars or until any other proceedings can be had against any Amount of themBalance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- SCHEDULE I REVOLVING CREDIT COMMITMENTS THE CHASE MANHATTAN BANK BORROWER (NATIONAL ASSOCIATION) MICRO WAREHOUSE, also their rightINC. $11,000,000 MICRO WAREHOUSE FINLAND OY $1,250,000 MICRO WAREHOUSE SWEDEN AB $4,000,000 MICRO WAREHOUSE HOLDING B.V. $6,000,000 MICRO WAREHOUSE NORWAY AS $1,500,000 MICRO WAREHOUSE DENMARK APS $1,000,000 MICRO WAREHOUSE LIMITED $7,500,000 MICRO WAREHOUSE FRANCE SARL $6,000,000 MICRO WAREHOUSE (DEUTSCHLAND) GMBH $6,000,000 MICRO WAREHOUSE JAPAN, if anyINC. $1,750,000 MICRO WAREHOUSE AG $500,000 MICRO WAREHOUSE (AUSTRALIA) PTY LIMITED $1,500,000 INMAC INC $2,000,000 INMAC (UK) LIMITED $2,000,000 INMAC GMBH $10,000,000 INMAC SA $2,000,000 INMAC BV $8,000,000 INMAC AB $3,000,000 TOTAL REVOLVING CREDIT COMMITMENTS $75,000,000 Schedule II MICRO WAREHOUSE, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any INC. MICRO WAREHOUSE, INC. US, NORTH AMERICA AND ASIA STRUCTURE AS OF 8/31/96 Micro Warehouse, Inc. US Parent Delaware | | | | | | Micro Warehouse Inc of said Persons as securityOhio Delaware | | | Micro Warehouse Catalogues Inc. of Connecticut Delaware | | | Micro Warehouse Canada Ltd Canada | | | Micro Warehouse SA Mexico | | | Operacion Directa SA de CV Mexico | | | Xxxxxx Sistemas SA de CV Mexico | | | -------------------- ------------------------- | | | Micro Warehouse | Micro Warehouse International, Inc | Japan, KK Delaware | Japan | | | | Micro Warehouse (Australia) Pty Ltd Australia | | | -------------------- ------------------------- | | | Inmac Corp. | Inmac Inc. Delaware | Canada | | | | | | | Auto Register Inc. Delaware Schedule II MICRO WAREHOUSE INC. ProtestMICRO WAREHOUSE INC. EUROPEAN STRUCTURE Micro Warehouse, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereon.Inc. US Parent Delaware | --------------- | Micro Warehouse Finland OY Finland | -------------------------------------------------- | | | Micro Warehouse | MacKalalogen Sweden AB | AB Sweden | Sweden | | -------------------------- | | Corporate Corporate Software Software Shop AB Software Mail AB Sweden Sweden | | --------------------- | | Micro Warehouse | Norway AS | Norway | | ----------------- | | Micro Warehouse | Denmark APS | Denmark | | --------------------------------------------------------------------------------------------------- | | | | | Micro Warehouse | GSA Services Mac Warehouse Micro Warehouse Holding BV | BV BV BV Holland | Holland Holland Holland | ----------------- | | TD SA | France | | ----------------- | | XX0 XX | France | | --------------------------------------------------------------------------------------------------- | | | | | Micro Warehouse | Micro Warehouse Micro Warehouse Micro Warehouse International Inc | (Deutschland) SARL Ltd Delaware | GmbH France UK | Germany -------------------- | | | Technomatic | Ltd | UK ----------------- | | Micro Warehouse | Belgie BVBA | Belgium | | | ------------------------------------------- | | | Micro Warehouse | MacZone AG | AG Switzerland | Switzerland | | ----------------- | | Innosoft Sarl | France | ---- Inmac GmbH | | | Germany | | | 25% -------------------------------------------------------------------------------------------------------------- | | | | | | | Inmac Corp | Inmac BV | Inmac Holdings Inmac UK Ltd Inmac SA US | Holland 75% | Ltd UK France | | | | | | | | | | Inmac AB | | |____ Sweden ----------------- | Kelar Sarl France

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationMICRO WAREHOUSE FINLAND OY By: ----------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $4,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseMICRO WAREHOUSE SWEDEN AB, a corporation organized under the laws of the Kingdom of Sweden (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Four Million Dollars ($4,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment of all sums due hereunder is accelerated under All terms not defined herein shall have the terms of the Credit Agreement or under the terms of the other Loan Documents executed meanings given to them in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note principal upon the occurrence of certain events Events of Default and for the prepayments of Competitive Bid Loans upon on the terms and conditions specified therein. Except as permitted The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by Section 11.01 this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the law laws of the State of GeorgiaConnecticut of the United States of America. All Persons bound on this obligationINMAC INC. By: ---------------------------------------- Name: Title: Amount of Loan (as applicable, whether primarily in Dollars or secondarily liable as principalsAmount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $2,000,000 Norwalk, suretiesConnecticut May 10, guarantors1996 For value received, endorsers or otherwiseINMAC (UK) LIMITED, a limited liability company organized under the laws of England and Wales (the "Borrower"), hereby waive promises to pay to the full extent permitted by law order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the benefits "Lender") at the principal office of all provisions of law The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of liability hereon until judgment the appropriate Lending Office of the Lender, the principal sum of Two Million Dollars ($2,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be obtained and execution issued against recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other of them and returned satisfied or until it can be shown that time), endorsed by the maker Lender on the schedule attached hereto or any other party hereto had no property available for the satisfaction continuation thereof; provided, however, that any failure of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of July 25, 1995 (as amended by that certain First Amendment Agreement dated as of January 1, 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or supplemented from time to time, the "Credit Agreement") among Micro Warehouse, Inc., the Borrower, each of the other formality are hereby waived by all parties bound hereon.Subsidiaries of Micro Warehouse,

of the Credit Agreement. If payment of all sums due hereunder is accelerated under the terms of the Credit Agreement or under the terms of the other Loan Documents executed in connection with the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid This Note may not at any time be assigned by endorsed to, or to the Lender to another Personorder of, bearer. This Competitive Bid Note shall be governed by, and construed in accordance with, the law laws of the State of GeorgiaNew York. All Persons bound Very truly yours, KFC HOLDING CO., as Lead Borrower By: Name: Title: PIZZA HUT HOLDINGS, LLC as a Borrower By: Name: Title: TACO XXXX OF AMERICA, LLC, as a Borrower By: Name: Title: LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT C-2 FORM OF REVOLVING CREDIT NOTE [$][£][€] _______________ Dated __________, 201_ FOR VALUE RECEIVED, each of the undersigned, KFC Holding Co. (the “Lead Borrower”), Pizza Hut Holdings, LLC, and Taco Xxxx of America, LLC, as co-borrowers (each, a “Borrower” and together with the Lead Borrower, the “Borrowers”), HEREBY, JOINTLY AND SEVERALLY, PROMISES TO PAY ________________ or its registered assigns (the “Lender”) for the account of its Applicable Lending Office on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive the Maturity Date the aggregate principal amount of the Revolving Credit Loan and the L/C Advances owing to the full extent permitted Lender by law the benefits Borrowers pursuant to the Credit Agreement dated as of June 16, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, terms defined therein, unless otherwise defined herein, being used herein as therein defined) among the Borrowers, the Lender and certain other Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders and for such other Lenders, a Swing Line Lender and an L/C Issuer. Each Borrower, jointly and severally, promises to pay interest on the unpaid principal amount of each Revolving Credit Loan and L/C Advance from the date of such Revolving Credit Loan or L/C Advance, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable to JPMorgan Chase Bank, N.A., as Administrative Agent, at such office and in the manner specified in the Credit Agreement. Each Revolving Credit Loan and L/C Advance owing to the Lender by the Borrowers, and all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them payments made on account of liability hereon until judgment principal thereof, shall be obtained and execution issued against recorded by the Lender and, prior to any other transfer hereof, endorsed on the schedule attached hereto, which is part of them and returned satisfied or until it can be shown this promissory note; provided, however, that the maker failure of the Lender to make any such recordation or any endorsement shall not affect the Obligations of the Borrowers under this promissory note. This promissory note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other party hereto had no property available things, (i) provides for the satisfaction making of Revolving Credit Loans or L/C Advances by the Lender to or for the benefit of the debt Borrowers from time to time in an aggregate amount not to exceed at any time outstanding the Dollar Equivalent of the amount first above mentioned, the indebtedness of the Borrowers resulting from each such Revolving Credit Loan and L/C Advance being evidenced by this instrumentpromissory note, or until any and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Obligations of the Borrowers under this promissory note and the other proceedings can be had against any Loan Documents, and the Obligations of themthe other Loan Parties under the Loan Documents, also their rightare secured by the Collateral as provided in the Loan Documents. Each Borrower, if anyfor itself and its successors and assigns, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protesthereby waives diligence, presentment, protest and demand and notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereondishonor and non-payment of this promissory note.

of the Credit Agreement. If payment The holder of all sums due hereunder this Swingline Note is accelerated under authorized to record the terms date, Type and amount of each Swingline Loan made by the Swingline Lender pursuant to subsection 2.3 of the Credit Agreement and the date and amount of each payment or prepayment of the principal hereof on Schedule A annexed hereto and made a part hereof, provided that the failure to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrower under the Credit Agreement. This Swingline Note is the Swingline Note referred to in the Credit Agreement dated as of April 18, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, the several lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, (in such capacity, the “Administrative Agent”) and the other agents party thereto; capitalized terms used herein but not defined shall have the meanings given to them in the Credit Agreement), is entitled to the benefits thereof, is secured as provided therein and is subject to optional and mandatory prepayment in whole or in part as provided therein. Upon the occurrence of any one or more of the other Loan Documents executed Events of Default specified in connection with the Credit Agreement, the all amounts then remaining principal amount and accrued but unpaid interest thereafter on this Swingline Note shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of the Credit Agreementbecome, or the maximum rate permitted under applicable lawmay be declared to be, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified payable as provided therein. Except as permitted by Section 11.01 of the Credit Agreement, All parties now and hereafter liable with respect to this Competitive Bid Note may not be assigned by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligationNote, whether primarily or secondarily liable as principalsmaker, suretiesprincipal, guarantorssurety, endorsers guarantor, endorser or otherwise, hereby waive to the full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonorpresentment, demand, diligence protest and all other notices of any kind (except as expressly provided in the Credit Agreement and the Loan Documents, including, without limitation, Section 9 of the Credit Agreement). THIS SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK XXXXX XXXXXX, INC. By: Title: Schedule A to Swingline Note LOANS, CONVERSIONS AND REPAYMENTS OF SWINGLINE LOANS1 Date Amount of Swingline Loans Amount of Principal of Swingline Loans Repaid Unpaid Principal Balance of Swingline Loans Notation Made By 1 Specify whether Swingline Loans are ABR Loans, Swingline LIBOR Loans or any other formality are hereby waived by all parties bound hereon.Alternative Rate Swingline Loans. First Amendment EXHIBIT K-1 FORM OF SUBSIDIARY BORROWER DESIGNATION To: JPMorgan Chase Bank, N.A., as Administrative Agent From: Xxxxx Xxxxxx, Inc. (“Parent Borrower”)

of the Credit Agreement. If payment All payments of all sums due hereunder is accelerated under principal of and interest on this Note shall be payable in lawful currency of the terms United States of America to the account designated by the Agent (and as to which the Agent has notified the Borrower) in immediately available funds in accordance with Section 3.6 of the Credit Agreement or under the terms of the other Loan Documents executed in connection with Agreement. This Note is a Revolving Note referenced in, and evidences Indebtedness incurred under, the Credit Agreement, the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest to which shall be payable on demand at the rates per annum set forth in Article II reference is made for a description of the Credit Agreement, or the maximum rate permitted under applicable law, if lower, until such principal security for this Note and interest have been paid in full. Further, in the event for a statement of such acceleration, this Competitive Bid Note, and all other Obligations of the Borrower to the Lender shall, subject to the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Loan Documents, Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be or may automatically become immediately due and payable. THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. 114 The Borrower hereby waives all requirements as to diligence, without presentationpresentment, demanddemand of payment, protest or and notice of any kind, all of which kind with respect to this Note. All amounts owing hereunder are hereby waived payable by the BorrowerBorrower without relief from any valuation or appraisal laws. In Executed under seal as of the event this Competitive Bid Note is not paid when due at any stated or accelerated maturityday and year first above written. SURVIVAL TECHNOLOGY, INC. By: ------------------------------------- Name: Title: Schedule of Revolving Loans and Repayments Person Amount of Amount of Outstanding Making Date Bridge Loan Repayment Balance Notation ---- ----------- --------- ----------- -------- EXHIBIT C-3 FORM OF TERM NOTE $______________ ________ __, ____ FOR VALUE RECEIVED, the Borrower agrees undersigned, SURVIVAL TECHNOLOGY, INC., a Delaware corporation (the "Borrower"), as successor by merger to payBRUNSWICK BIOMEDICAL CORPORATION, in addition a Massachusetts corporation, promises to pay to the principal and interestorder of __________________________, all costs of collectiona _________________ (the "Lender"), including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The times provided in the Credit Agreement provides for referenced hereinafter, the acceleration principal sum of _______________________ DOLLARS ($__________) or, if less, the outstanding principal amount of the maturity Term Loan made by the Lender pursuant to that certain Credit Agreement, dated as of this Competitive Bid Note upon April 15, 1996 (as amended, restated, supplemented or otherwise modified from time to time, the occurrence of certain events "Credit Agreement"; capitalized terms used herein and for not defined herein shall have the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of meaning ascribed to them in the Credit Agreement), this Competitive Bid Note among the Borrower, Internationale Nederlanden (U.S.) Capital Corporation, as Agent, and the various lenders (including the Lender) as are, or may not be assigned from time to time become, parties thereto. Notations indicating the principal amount of the Term Loan made by the Lender to another Person. This Competitive Bid Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive pursuant to the full extent permitted by law the benefits of Credit Agreement and all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them payments on account of liability hereon until judgment the principal thereof may be obtained and execution issued against any other of them and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced endorsed by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof on the grid Schedule attached to hold this Note, as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, notice of protest, notice of dishonor, dishonor, demand, diligence or any other formality are hereby waived by all parties bound hereonprovided in the Credit Agreement.