Common use of RBS CITIZENS, N Clause in Contracts

RBS CITIZENS, N. A., as a Lender By: /s/ Bxxxxxx X. Xxxxxxxxxx Name: Bxxxxxx X. Xxxxxxxxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || MALIBU CBNA LOAN FUNDING LLC, as a Lender By: /s/ Mxxxx Xxxxxx Name: Mxxxx Xxxxxx Title: Attorney-in-Fact Amended and Restated Credit and Guaranty Agreement | || DBS Bank Ltd., Los Angeles Agency, as a Lender By: /s/ Jxxxx XxXxxxxxx Name: Jxxxx XxXxxxxxx Title: General Manager Amended and Restated Credit and Guaranty Agreement | || DZ BANK AG Deutsche Zentral-Genossenschaftsbank, as a Lender By: /s/ Dxxx Xxxxxxxxxxx Name: Dxxx Xxxxxxxxxxx Title: Vice President Amended and Restated Credit and Guaranty Agreement | || Mediobanca International (Luxembourg) S.A., as a Lender By: /s/ Axxxxxxx Xxxxx Name: Axxxxxxx Xxxxx Title: Attorney Amended and Restated Credit and Guaranty Agreement | || RXXXXXX JXXXX BANK, FSB, as a Lender By: /s/ Axxxxxxxx X. Xxxx Name: Axxxxxxxx X. Xxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || CREDIT INDUSTRIEL ET COMMERICAL, as a Lender By: /s/ Bxxxx X’ Xxxxx Name: Bxxxx X’Xxxxx Title: Managing Director By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || The Bank of Nova Scotia, as a Lender By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender By: /s/ Mxxx Xxx Xxxxx Name: Mxxx Xxx Xxxxx Title: Managing Director By: /s/ Pxxx X’Xxxxx Name: Pxxx X’Xxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | ||

RBS CITIZENS, N. A., as a Lender By: /s/ Bxxxxxx X. Xxxxxxxxxx Xxxxx Xxxxxxxx Name: Bxxxxxx X. Xxxxxxxxxx Xxxxx Xxxxxxxx Title: Senior Vice President Amended and Restated Signature Page to Credit and Guaranty Agreement | || MALIBU CBNA LOAN FUNDING LLCXXXXXXX XXXXX BANK USA, as a Lender By: /s/ Mxxxx Xxxx Xxxxxx Name: Mxxxx Xxxx Xxxxxx Title: Attorney-in-Fact Amended and Restated Authorized Signatory Signature Page to Credit and Guaranty Agreement | || DBS Bank Ltd., Los Angeles AgencyINVESTORS BANK, as a Lender By: /s/ Jxxxx XxXxxxxxx Xxxxxxx Xxxxxxxxx Name: Jxxxx XxXxxxxxx Xxxxxxx Xxxxxxxxx Title: General Manager Amended and Restated Vice President Signature Page to Credit and Guaranty Agreement | || DZ BANK AG Deutsche Zentral-GenossenschaftsbankTHE PRIVATEBANK AND TRUST COMPANY, as a Lender By: /s/ Dxxx Xxxxxxxxxxx M Rosy Name: Dxxx Xxxxxxxxxxx M Rosy Title: Vice President Amended and Restated Credit and Guaranty Agreement | || Mediobanca International (Luxembourg) S.A.Managing Director TD BANK N.A., as a Lender By: /s/ Axxxxxxx Xxxxx Xxxxxx Xxxxxxxx Name: Axxxxxxx Xxxxx Xxxxxx Xxxxxxxx Title: Attorney Amended and Restated Vice President Signature Page to Credit and Guaranty Agreement | || RXXXXXX JXXXX BANK, FSBISRAEL DISCOUNT BANK OF NEW YORK, as a Lender By: /s/ Axxxxxxxx Xxxxxx Broad Name: Xxxxxx Broad Title: SVP By: /s/ Suny Golovinsky Name: Suny Golovinsky Title: AVP Signature Page to Credit Agreement The following Persons are signatories to this Agreement in their capacity as Credit Parties and not as Borrowers. SOTHEBY’S, SOTHEBY’S FINE ART HOLDINGS, INC. a Delaware corporation SPTC, INC. By: /s/ Xxxxxxx X. Xxxxxx SOTHEBY XXXXX XXXXXX, INC. Name: Xxxxxxx X. Xxxxxx YORK AVENUE DEVELOPMENT, INC. Title: SVP, Treasurer SOTHEBY’S RES, INC. SOTHEBY’S THAILAND, INC. SOTHEBY’S HOLDINGS INTERNATIONAL, INC. SOTHEBY’S NEVADA, INC. OATSHARE LIMITED XXXXXXXX.XXX AUCTIONS, INC. SIBS, LLC By: /s/ Xxxxx Xxxx 72ND AND YORK, INC. Name: Xxxxx Xxxx THETA, INC. Title: Director YORK HOLDINGS INTERNATIONAL, INC. SOTHEBY’S RES, INC. By: /s/ Xxxxxxx X. Xxxxxx CATALOGUE DISTRIBUTION COMPANY LIMITED Name: Xxxxxxx X. Xxxxxx NOORTMAN MASTER PAINTINGS LTD. Title: SVP, Treasurer SOTHEBY’S SHIPPING LIMITED YORK UK HOLDCO INTERNATIONAL LIMITED By: /s/ Xxxxx Xxxx Name: Axxxxxxxx X. Xxxxx Xxxx Title: Senior Vice President Amended and Restated Director (SFS Revolving Credit and Guaranty Agreement | || Facility) ANNEX A (Recitals) to CREDIT INDUSTRIEL ET COMMERICAL, as a Lender By: /s/ Bxxxx X’ Xxxxx Name: Bxxxx X’Xxxxx Title: Managing Director By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || The Bank of Nova Scotia, as a Lender By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender By: /s/ Mxxx Xxx Xxxxx Name: Mxxx Xxx Xxxxx Title: Managing Director By: /s/ Pxxx X’Xxxxx Name: Pxxx X’Xxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | ||AGREEMENT

RBS CITIZENS, N. A., as a Lender By: /s/ Bxxxxxx X. Xxxxxxxxxx Dxxxxx Xxxxx Name: Bxxxxxx X. Xxxxxxxxxx Dxxxxx Xxxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || MALIBU CBNA LOAN FUNDING LLCRegions Bank, as a Lender By: /s/ Mxxxx Mxxxxxx X. Xxxxxx Name: Mxxxx Mxxxxxx X. Xxxxxx Title: Attorney-in-Fact Amended and Restated Director Credit and Guaranty Agreement | || DBS Bank Ltd.CAPITAL ONE, Los Angeles AgencyNATIONAL ASSOCIATION, as a Lender By: /s/ Jxxxx XxXxxxxxx Fxxxxxxxx X. Xxxxxxx Name: Jxxxx XxXxxxxxx Fxxxxxxxx X. Xxxxxxx Title: General Manager Amended and Restated Vice President Credit and Guaranty Agreement | || DZ BANK AG Deutsche Zentral-GenossenschaftsbankJPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Dxxx Xxxxxxxxxxx Rxxx Xxx Name: Dxxx Xxxxxxxxxxx Rxxx Xxx Title: Vice President Amended and Restated Senior Credit and Guaranty Banker Credit Agreement | || Mediobanca International (Luxembourg) S.A.TD BANK, N.A., as a Lender By: /s/ Axxxxxxx Xxxxx Axxxx X. Xxxxxx Name: Axxxxxxx Xxxxx Axxxx X. Xxxxxx Title: Attorney Amended and Restated Vice President Credit and Guaranty Agreement | || RXXXXXX JXXXX U.S. BANK NATIONAL ASSOCIATION as a Lender By: /s/ Gxxxxx X. Xxxxxx Name: Gxxxxx X. Xxxxxx Title: Vice President Credit Agreement UNION BANK, FSBN.A., as a Lender By: /s/ Axxxxxxxx Gxxxxxx X. Xxxx Name: Axxxxxxxx X. Xxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || CREDIT INDUSTRIEL ET COMMERICAL, as a Lender By: /s/ Bxxxx X’ Xxxxx Name: Bxxxx X’Xxxxx Title: Managing Director By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Gxxxxxx X. Xxxxxx Title: Managing Director Amended and Restated Assistant Vice President Credit and Guaranty Agreement | || The Bank of Nova Scotia, as a Lender By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || DEUTSCHE BANK UBS AG, NEW YORK STAMFORD BRANCH, as a Lender By: /s/ Mxxx Xxx Lxxx Xxxxx Name: Mxxx Xxx Lxxx Xxxxx Title: Managing Director By: /s/ Pxxx X’Xxxxx Dxxxx Xxxxx Name: Pxxx X’Xxxxx Dxxxx Xxxxx Title: Managing Associate Director Amended and Restated Credit and Guaranty Agreement | ||COMERICA BANK, as a Lender By: /s/ Cxxxxxx Xxxxxxx Name: Cxxxxxx Xxxxxxx Title: Vice President Credit Agreement FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President Credit Agreement

RBS CITIZENS, N. A., as a Lender By: /s/ Bxxxxxx Barxxxx X. Xxxxxxxxxx Name: Bxxxxxx Barxxxx X. Xxxxxxxxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || MALIBU CBNA LOAN FUNDING LLC, as a Lender By: /s/ Mxxxx Malxx Xxxxxx Name: Mxxxx Malxx Xxxxxx Title: Attorney-in-Fact Amended and Restated Credit and Guaranty Agreement | || DBS Bank Ltd., Los Angeles Agency, as a Lender By: /s/ Jxxxx Jamxx XxXxxxxxx Name: Jxxxx Jamxx XxXxxxxxx Title: General Manager Amended and Restated Credit and Guaranty Agreement | || DZ BANK AG Deutsche Zentral-Genossenschaftsbank, as a Lender By: /s/ Dxxx Dirx Xxxxxxxxxxx Name: Dxxx Dirx Xxxxxxxxxxx Title: Vice President Amended and Restated Credit and Guaranty Agreement | || Mediobanca International (Luxembourg) S.A., as a Lender By: /s/ Axxxxxxx Alaxxxxx Xxxxx Name: Axxxxxxx Alaxxxxx Xxxxx Title: Attorney Amended and Restated Credit and Guaranty Agreement | || RXXXXXX JXXXX BANKRAYXXXX XXMXX XXNK, FSB, as a Lender By: /s/ Axxxxxxxx Alexxxxxx X. Xxxx Name: Axxxxxxxx Alexxxxxx X. Xxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || CREDIT INDUSTRIEL ET COMMERICAL, as a Lender By: /s/ Bxxxx Brixx X’ Xxxxx Name: Bxxxx Brixx X’Xxxxx Title: Managing Director By: /s/ Mxxxxx Marxxx Xxxxxx Name: Mxxxxx Marxxx Xxxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || The Bank of Nova Scotia, as a Lender By: /s/ Dxxxx Davxx Xxxxxxx Name: Dxxxx Davxx Xxxxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender By: /s/ Mxxx Marx Xxx Xxxxx Name: Mxxx Marx Xxx Xxxxx Title: Managing Director By: /s/ Pxxx Paux X’Xxxxx Name: Pxxx Paux X’Xxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | ||

RBS CITIZENS, N. A., as a Lender A. By: /s/ Bxxxxxx X. Xxxxxxxxxx Cxxxxxxx Xxxxxx Name: Bxxxxxx X. Xxxxxxxxxx Cxxxxxxx Xxxxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || MALIBU CBNA LOAN FUNDING LLCGRANTORS: ADVANCED FORMING TECHNOLOGY, as a Lender By: /s/ Mxxxx Xxxxxx Name: Mxxxx Xxxxxx Title: Attorney-in-Fact Amended and Restated Credit and Guaranty Agreement | || DBS Bank Ltd., Los Angeles Agency, as a Lender INC. By: /s/ Jxxxx XxXxxxxxx Xxxxx Name: Jxxxx XxXxxxxxx Xxxxx Title: General Manager Amended and Restated Credit and Guaranty Agreement | || DZ BANK AG Deutsche Zentral-GenossenschaftsbankChief Executive Officer ARC WIRELESS, as a Lender INC. By: /s/ Dxxx Xxxxxxxxxxx Jxxxx Xxxxx Name: Dxxx Xxxxxxxxxxx Jxxxx Xxxxx Title: Vice President Amended and Restated Credit and Guaranty Agreement | || Mediobanca International (Luxembourg) S.A., as a Lender Chief Executive Officer FLOMET LLC By: /s/ Axxxxxxx Jxxxx Xxxxx Name: Axxxxxxx Jxxxx Xxxxx Title: Attorney Amended and Restated Credit and Guaranty Agreement | || RXXXXXX JXXXX BANK, FSB, as a Lender Chief Executive Officer GENERAL FLANGE & FORGE LLC By: /s/ Axxxxxxxx X. Xxxx Jxxxx Xxxxx Name: Axxxxxxxx X. Xxxx Jxxxx Xxxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || CREDIT INDUSTRIEL ET COMMERICAL, as a Lender Chief Executive Officer TEKNA SEAL LLC By: /s/ Bxxxx X’ Jxxxx Xxxxx Name: Bxxxx X’Xxxxx Jxxxx Xxxxx Title: Managing Director Chief Executive Officer 3D MATERIAL TECHNOLOGIES, LLC By: /s/ Mxxxxx Xxxxxx Jxxxx Xxxxx Name: Mxxxxx Xxxxxx Jxxxx Xxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || The Bank of Nova ScotiaChief Executive Officer ARC GROUP WORLDWIDE, as a Lender INC. By: /s/ Dxxxx Xxxxxxx Jxxxx Xxxxx Name: Dxxxx Xxxxxxx Jxxxx Xxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | || DEUTSCHE BANK AGChief Executive Officer ARC WIRELESS, NEW YORK BRANCH, as a Lender LLC By: /s/ Mxxx Xxx Jxxxx Xxxxx Name: Mxxx Xxx Jxxxx Xxxxx Title: Managing Director Chief Executive Officer QUADRANT METALS TECHNOLOGIES LLC By: /s/ Pxxx X’Xxxxx Jxxxx Xxxxx Name: Pxxx X’Xxxxx Jxxxx Xxxxx Title: Managing Director Amended Chief Executive Officer Exhibit A to Guarantee and Restated Credit Collateral Agreement [FORM OF] COPYRIGHT SECURITY AGREEMENT This COPYRIGHT SECURITY AGREEMENT (this “Agreement”), dated as of _____________ __, ____, is made between [Grantor], a [______________] (the “Grantor”), and Guaranty Agreement | ||RBS Citizens, N.A., as collateral agent (together with its successor(s) thereto in such capacity, the “Collateral Agent”) for each of the Secured Parties.

RBS CITIZENS, N. A., as Administrative Agent, Swing Line Lender, L/C Issuer and as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: SVP XXXXXXX SACHS BANK, USA, as a Lender By: /s/ Bxxxxxx X. Xxxxxxxxxx Xxxxxxxx Xxxxxxx Name: Bxxxxxx X. Xxxxxxxxxx Xxxxxxxx Xxxxxxx Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || MALIBU CBNA LOAN FUNDING LLCAuthorized Signatory CAPITAL ONE, NATIONAL BANK, as a Lender By: /s/ Mxxxx Xxxxxxxx Xxxxxx Name: Mxxxx Xxxxxxxx Xxxxxx Title: Attorney-in-Fact Amended and Restated Credit and Guaranty Agreement | || DBS Bank Ltd.Vice President XXXXXXX XXXXX BANK, Los Angeles AgencyN.A., as a Lender By: /s/ Jxxxx XxXxxxxxx Xxxxx X. Xxxxxxxxx Name: Jxxxx XxXxxxxxx Title: General Manager Amended and Restated Credit and Guaranty Agreement | || DZ BANK AG Deutsche Zentral-Genossenschaftsbank, as a Lender By: /s/ Dxxx Xxxxxxxxxxx Name: Dxxx Xxxxxxxxxxx Title: Vice President Amended and Restated Credit and Guaranty Agreement | || Mediobanca International (Luxembourg) S.A., as a Lender By: /s/ Axxxxxxx Xxxxx Name: Axxxxxxx Xxxxx Title: Attorney Amended and Restated Credit and Guaranty Agreement | || RXXXXXX JXXXX BANK, FSB, as a Lender By: /s/ Axxxxxxxx X. Xxxx Name: Axxxxxxxx X. Xxxx Xxxxxxxxx Title: Senior Vice President Amended and Restated Credit and The undersigned, American Realty Capital Trust, Inc., as Guarantor under that certain Parent Guaranty Agreement | || CREDIT INDUSTRIEL ET COMMERICALdated as of August 17, 2011, hereby consents to the foregoing Second Amendment to Credit Agreement and acknowledges and agrees that the Parent Guaranty Agreement executed by the undersigned dated as of August 17, 2011 remains in full force and effect. AMERICAN REALTY CAPITAL TRUST, INC., a Lender Maryland corporation By: /s/ Bxxxx X’ Xxxxx Xxxxxxx X. Xxxxxx Name: Bxxxx X’Xxxxx Xxxxxxx X. Xxxxxx Title: Managing Director President Each of the undersigned, as Guarantor under that certain Subsidiary Guaranty Agreement dated as of August 17, 2011 (as amended and in effect from time to time) hereby consents to the foregoing Second Amendment to Credit Agreement and acknowledges and agrees that the Subsidiary Guaranty Agreement executed by the undersigned remains in full force and effect. [INSERT BLOCK FOR SUBSIDIARY GUARANTORS] By: /s/ Mxxxxx Xxxxxxx X. Xxxxxx Name: Mxxxxx Xxxxxxx X. Xxxxxx Title: Managing Director Amended and Restated Credit and Guaranty President EXHIBIT I Form of Intercreditor Agreement | || The Bank EXHIBIT II Form of Nova Scotia, as a Lender By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: Managing Director Amended and Restated Credit and Guaranty Subordination Agreement | || DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender By: /s/ Mxxx Xxx Xxxxx Name: Mxxx Xxx Xxxxx Title: Managing Director By: /s/ Pxxx X’Xxxxx Name: Pxxx X’Xxxxx Title: Managing Director Amended and Restated Credit and Guaranty EXHIBIT III Form of Intercreditor Agreement | ||EXHIBIT IV Form of Amendment to Limited Liability Company Agreement of Subsidiary Guarantors

RBS CITIZENS, N. A., as a Lender By: /s/ Bxxxxxx X. Xxxxxxxxxx Xxxxx Xxxxxxxx Name: Bxxxxxx X. Xxxxxxxxxx Xxxxx Xxxxxxxx Title: Senior Vice President Amended and Restated Signature Page to Credit and Guaranty Agreement | || MALIBU CBNA LOAN FUNDING LLC(Auction Revolving Credit Facility) INVESTORS BANK, as a Lender By: /s/ Mxxxx Xxxxxx Xxxxxxx Xxxxxxxxx Name: Mxxxx Xxxxxx Xxxxxxx Xxxxxxxxx Title: Attorney-in-Fact Amended and Restated Vice President Signature Page to Credit and Guaranty Agreement | || DBS Bank Ltd., Los Angeles Agency(Auction Revolving Credit Facility) THE PRIVATEBANK AND TRUST COMPANY, as a Lender By: /s/ Jxxxx XxXxxxxxx Xxxxxxxx Xxxxx Name: Jxxxx XxXxxxxxx Xxxxxxxx Xxxxx Title: General Manager Amended and Restated Managing Director Signature Page to Credit and Guaranty Agreement | || DZ (Auction Revolving Credit Facility) XXXXXXX SACHS BANK AG Deutsche Zentral-GenossenschaftsbankUSA, as a Lender By: /s/ Dxxx Xxxxxxxxxxx Xxxx Xxxxxx Name: Dxxx Xxxxxxxxxxx Xxxx Xxxxxx Title: Vice President Amended and Restated Authorized Signatory Signature Page to Credit and Guaranty Agreement | || Mediobanca International (LuxembourgAuction Revolving Credit Facility) S.A.TD BANK, N.A., as a Lender By: /s/ Axxxxxxx Xxxxx Name: Axxxxxxx Xxxxx Title: Attorney Amended Signature Page to Credit Agreement (Auction Revolving Credit Facility) The following Persons are signatories to this Agreement in their capacity as Credit Parties and Restated Credit and Guaranty Agreement | || RXXXXXX JXXXX BANKnot as Borrowers. SOTHEBY’S FINE ART HOLDINGS, FSBINC. SOTHEBY’S FINANCIAL SERVICES, as a Lender INC. SOTHEBY’S FINANCIAL SERVICES CALIFORNIA, INC. SOTHEBY’S RES, INC. OBERON, INC. SPTC, INC. SOTHEBY’S VENTURES, LLC SOTHEBY XXXXX XXXXXX, INC. SOTHEBY’S FINANCIAL SERVICES LIMITED YORK AVENUE DEVELOPMENT, INC. SOTHEBY’S THAILAND, INC. By: /s/ Axxxxxxxx X. Xxxx SOTHEBY’S HOLDINGS INTERNATIONAL, INC. Name: Axxxxxxxx X. Xxxx SOTHEBY’S NEVADA, INC. Title: Senior Vice President Amended and Restated Credit and Guaranty Agreement | || CREDIT INDUSTRIEL ET COMMERICALXXXXXXXX.XXX LLC XXXXXXXX.XXX AUCTIONS, as a Lender INC. SIBS, LLC 72ND AND YORK, INC. THETA, INC. CATALOGUE DISTRIBUTION COMPANY LIMITED NOORTMAN MASTER PAINTINGS LTD. SOTHEBY’S SHIPPING LIMITED YORK UK HOLDCO INTERNATIONAL LIMITED YORK HOLDINGS INTERNATIONAL, INC. By: /s/ Bxxxx X’ Xxxxx Name: Bxxxx X’Xxxxx Title: Managing Director By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Managing Director Amended and Restated Signature Page to Credit and Guaranty Agreement | || The Bank of Nova Scotia, as a Lender By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: Managing Director Amended and Restated (Auction Revolving Credit and Guaranty Agreement | || DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender By: /s/ Mxxx Xxx Xxxxx Name: Mxxx Xxx Xxxxx Title: Managing Director By: /s/ Pxxx X’Xxxxx Name: Pxxx X’Xxxxx Title: Managing Director Amended and Restated Credit and Guaranty Agreement | ||Facility) ANNEX A (Recitals) to CREDIT AGREEMENT

RBS CITIZENS, N. A., individually as a Lender By: and as a Co-Documentation Agent By /s/ Bxxxxxx X. Xxxxxxxxxx Xxxxx Xxxxxxxx Name: Bxxxxxx X. Xxxxxxxxxx Xxxxx Xxxxxxxx, CFA Title: Senior Vice President Signature Page to Amended and Restated Credit and Guaranty Agreement | || MALIBU CBNA LOAN FUNDING LLCM/A-COM Technology Solutions Holdings, Inc. BANK OF AMERICA, N.A., individually as a Lender By: and as a Co-Documentation Agent By /s/ Mxxxx Xxxxxx X. Xxxxxx Name: Mxxxx Xxxxxx Title: Attorney-in-Fact Amended and Restated Credit and Guaranty Agreement | || DBS Bank Ltd., Los Angeles Agency, as a Lender By: /s/ Jxxxx XxXxxxxxx Name: Jxxxx XxXxxxxxx Title: General Manager Amended and Restated Credit and Guaranty Agreement | || DZ BANK AG Deutsche Zentral-Genossenschaftsbank, as a Lender By: /s/ Dxxx Xxxxxxxxxxx Name: Dxxx Xxxxxxxxxxx Title: Vice President Amended and Restated Credit and Guaranty Agreement | || Mediobanca International (Luxembourg) S.A., as a Lender By: /s/ Axxxxxxx Xxxxx Name: Axxxxxxx Xxxxx Title: Attorney Amended and Restated Credit and Guaranty Agreement | || RXXXXXX JXXXX BANK, FSB, as a Lender By: /s/ Axxxxxxxx X. Xxxx Name: Axxxxxxxx X. Xxxx Xxxxxx Title: Senior Vice President Signature Page to Amended and Restated Credit Agreement M/A-COM Technology Solutions Holdings, Inc. TD BANK, N.A., individually as a Lender and Guaranty as a Co-Documentation Agent By /s/ Xxx XxXxxxx Hackelt Name: Xxx XxXxxxx Hackelt Title: SVP Signature Page to Amended and Restated Credit Agreement | || CREDIT INDUSTRIEL ET COMMERICALM/A-COM Technology Solutions Holdings, Inc. XXXXX FARGO BANK, N.A., as a Lender By: By /s/ Bxxxx X’ Xxxxx X. Xxxxxxxxx, Xx. Name: Bxxxx X’Xxxxx Xxxxx X. Xxxxxxxxx, Xx. Title: Managing Director By: Senior Vice President M/A-COM Technology Solutions Holdings, Inc. BARCLAYS BANK PLC, as a Lender By /s/ Mxxxxx Xxxx Xxxxxx Name: Mxxxxx Xxxx Xxxxxx Title: Managing Director Vice President Signature Page to Amended and Restated Credit and Guaranty Agreement | || The Bank of Nova ScotiaM/A-COM Technology Solutions Holdings, Inc. FIRST NIAGARA BANK, N.A., as a Lender By: By /s/ Dxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Name: Dxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Title: Managing Director Vice President Signature Page to Amended and Restated Credit and Guaranty Agreement | || DEUTSCHE M/A-COM Technology Solutions Holdings, Inc. XXXXXXX SACHS BANK AG, NEW YORK BRANCHUSA, as a Lender By: By /s/ Mxxx Xxx Xxxxx Xxxx Xxxxxx Name: Mxxx Xxx Xxxxx Xxxx Xxxxxx Title: Managing Director By: /s/ Pxxx X’Xxxxx Name: Pxxx X’Xxxxx Title: Managing Director Authorized Signatory Signature Page to Amended and Restated Credit Agreement M/A-COM Technology Solutions Holdings, Inc. XXXXXXX XXXXX BANK, N.A., as a Lender By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President Signature Page to Amended and Guaranty Restated Credit Agreement | ||M/A-COM Technology Solutions Holdings, Inc. SCHEDULE 2.01 COMMITMENTS LENDER COMMITMENT JPMORGAN CHASE BANK, N.A. $ 45,000,000 HSBC BANK USA, NATIONAL ASSOCIATION $ 37,000,000 RBS CITIZENS, N.A. $ 37,000,000 BANK OF AMERICA, N.A. $ 37,000,000 TD BANK, N.A. $ 37,000,000 XXXXX FARGO BANK, N.A. $ 30,000,000 BARCLAYS BANK PLC $ 30,000,000 FIRST NIAGARA BANK, N.A. $ 22,000,000 XXXXXXX SACHS BANK USA $ 15,000,000 XXXXXXX XXXXX BANK, N.A. $ 10,000,000 AGGREGATE COMMITMENT $ 300,000,000 SCHEDULE 2.06 EXISTING LETTERS OF CREDIT Number Amount Account Party Beneficiary Issue Date Expiry Date CPCS-273365 $ 246,000 M/A-COM Technology Solutions Holdings, Inc. Zurich American Insurance Company 5/2/2013 4/15/2014 EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.