Common use of Representations and Warranties of the Borrower Clause in Contracts

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The To induce the Lender to ---------------------------------------------- enter into this Agreement, the Borrower represents and warrants as follows: (a) The recitals in this Agreement are true and correct in all respects. (b) This Agreement has been duly executed and delivered. (c) The Borrower is a corporation duly organized, validly existing, and in good standing under its state of incorporation. (d) The execution, delivery and performance by the Borrower of this Agreement and the Amendment has documents contemplated hereby or delivered in connection herewith (i) are within Borrower's powers, (ii) have been duly authorized by all necessary corporate or other organizational action action, and does (iii) do not contravene (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (iA) any Contractual Obligation documents, contracts or agreements to which the Borrower is a party or by which it is bound or affected, or (iiB) any order, injunction, writ or decree requirements of any Governmental Authority law or any arbitral award regulation to which the Borrower is bound or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effectaffected. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (ce) No authorization, approval, consent, exemption, authorization, or other action by, or and no notice to, to or filing with, any Governmental Authority or any other Person governmental authority is necessary or required in connection with for the due execution, delivery or delivery, and performance by, or enforcement against, the by Borrower of this Amendment Agreement or any of the documents contemplated hereby or delivered in connection herewith to which Borrower is a party. (other than f) This Agreement and each of the documents contemplated hereby or delivered in connection herewith to which Borrower is a party constitute, and each of such documents to which Borrower is to be a party when delivered hereunder will constitute, the legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. (ag) as have already been obtained and are in full force and effectThere is no pending or, (b) filings to perfect security interests granted pursuant to the Amendment and best of Borrower's knowledge after due inquiry, threatened action or proceeding affecting Borrower which (ci) approvals, consents, exemptions, authorizations, could individually or other actions, notices or filings in the failure to procure which would not aggregate be reasonably be expected to have a Material Adverse Effect)material adverse effect on Borrower, or (ii) purports to affect the legality, validity, or enforceability of this Agreement, the transactions contemplated hereby, or any of the documents contemplated hereby or delivered in connection herewith. (dh) After giving effect to this Amendment, the All representations and warranties contained of Borrower in each of the Credit Loan Documents are incorporated herein in full by this reference and are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such for representations and warranties specifically refer that expressly relate to an earlier date, in which case they shall be such representations and warranties were true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsdate. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithThere are currently no Events of Default, except the Existing Defaults.

Representations and Warranties of the Borrower. The Borrower represents and warrants on the Effective Date and the date of the making of each Advance (it being understood the conditions to the Effective Date are solely those set out in Section 3.01 and the conditions to each Advance are solely those set out in Sections 3.02 and 3.03, as applicable) as follows: (a) The Borrower is duly organized, validly existing and in good standing (to the extent that such concept exists) under the laws of its jurisdiction of organization. (b) The execution, delivery and performance by the Borrower of this Agreement and the Amendment has other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, (i) are within the Borrower’s organizational powers, (ii) have been duly authorized by all necessary corporate organizational action, (iii) do not contravene (A) the Borrower’s charter, articles of incorporation or by-laws or other organizational action documents or (B) any law, regulation or contractual restriction binding on or affecting the Borrower and does (iv) will not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in require the creation or imposition of any Lien upon or with respect to any of the properties of the Consolidated Group (other than Permitted Liens); Liens created or (d) violate any Law applicable required to be created pursuant to the Borrower and the Amendmentterms hereof), except, in the case of clause (biii)(B) or and (d) onlyiv), as would not be reasonably be expected to have a Material Adverse Effect. (bc) The Amendment has No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby, other than (i) the Panel, as directed by the Panel pursuant to the requirements of the City Code, anti-trust regulators, as directed by anti-trust regulators, as contemplated by the Scheme Documents or (as the case may be) the Takeover Offer Documents or as is obtained by the time required and (ii) the Bank of Japan with respect to post-facto filings that may be required under the Foreign Exchange Act in connection with the performance of this Agreement. (d) This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower. The Amendment constitutes This Agreement and the other Loan Documents are legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited as affected by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by equitable general principles of law equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law) and an implied covenants covenant of good faith and fair dealing. (ce) No approvalThe Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet at March 31, consent2017 and the related consolidated statements of operations, exemptionshareholders’ equity and cash flows for the fiscal year ended March 31, authorization2017, in each case reported on by KPMG AZSA LLC, independent public accountants and (ii) the consolidated balance sheet of the Target as December 31, 2017 and the related consolidated statements of operations, shareholders’ equity and cash flows for the fiscal year ended December 31, 2017. Such financial statements (to the Borrower’s knowledge with respect to the financial statements of the Target) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and the Target, as applicable, and their respective consolidated Subsidiaries as of such dates and for such periods in accordance with IFRS and GAAP, as applicable, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of unaudited financial statements. (f) There is no action, suit, investigation, litigation or other action byproceeding (including, or notice to, or filing withwithout limitation, any Governmental Authority Environmental Action), affecting the Consolidated Group pending or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that would reasonably be expected to be adversely determined, and if so determined, (a) would reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Consolidated Group taken as a whole (other than the litigation set forth in the Disclosure Letter) or (b) would adversely affect the legality, validity and enforceability of any material provision of this Agreement in any material respect. (g) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets of the Borrower and of the Consolidated Group, on a Consolidated basis, subject to the provisions of Section 5.02(a) will be Margin Stock. No part of the proceeds of any Advance have been used or will be used for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X of the Board. (h) All written information (other Person is necessary than the Projections) concerning the Borrower, the Target and their Subsidiaries and the transactions contemplated hereby or required otherwise prepared by or on behalf of the Borrower and its Subsidiaries and furnished to the Agents or the Lenders in connection with the execution, delivery or performance bynegotiation of, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment terms of, this Agreement when taken as a whole (and with respect to information regarding the Target Group, to the Borrower’s knowledge), was true and correct in all material respects as of the date when furnished by such Person to the Agents or the Lenders and did not, taken as a whole, when so furnished contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not misleading in light of the circumstances under which such statements were made. The Projections and estimates and information of a general economic nature prepared by or on behalf of the Borrower or its Subsidiaries and that have been furnished by such Person to any Lenders or the Administrative Agent in connection with the transactions contemplated hereby have been prepared in good faith based upon assumptions believed by such Person to be reasonable as of the date of such Projections (cit being understood that actual results may vary materially from the Projections). (i) approvalsNo ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which would reasonably be expected to have a Material Adverse Effect. (j) [reserved]. (k) Neither the Borrower nor any ERISA Affiliate (i) is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan or has incurred any Withdrawal Liability that has not been satisfied in full or (ii) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA) or has been determined to be in “endangered” or “critical’ status (within the meaning of Section 432 of the Code or Section 305 of ERISA), consentsand no such Multiemployer Plan is reasonably expected to be in reorganization or in “endangered” or “critical” status. (i) The operations and properties of the Consolidated Group comply, exemptionsand have complied for the previous three years, authorizations, or other actions, notices or filings in all respects with all applicable Environmental Laws and Environmental Permits except to the extent that the failure to procure which so comply, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect). ; (dii) After giving effect to this Amendment, the representations all past non-compliance with such Environmental Laws and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date Environmental Permits has been resolved without any ongoing obligations or costs except to the extent that such representations non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and warranties specifically refer (iii) to the Borrower’s knowledge, no circumstances exist that would be reasonably expected to (A) form the basis of an earlier dateEnvironmental Action against a member of the Consolidated Group or any of its properties that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by a member of the Consolidated Group is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; (ii) to the Borrower’s knowledge, there are no, and never have been any, underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by any member of the Consolidated Group or, to the Borrower’s knowledge, on any property formerly owned or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iii) to the Borrower’s knowledge, there is no asbestos or asbestos-containing material on any property currently owned or operated by a member of the Consolidated Group the mitigation of which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iv) to the Borrower’s knowledge, no Hazardous Materials have been released, discharged or disposed of on any property currently or formerly owned, leased or operated by a member of the Consolidated Group for which a member of the Consolidated Group could be expected to be made liable to remediate under Environmental Law except in each case they shall as would not have a Material Adverse Effect. (n) No member of the Consolidated Group is undertaking either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law that, either individually or in the aggregate, would reasonably be true expected to have a Material Adverse Effect; and, to the Borrower’s knowledge, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by a member of the Consolidated Group, or any offsite locations to which a member of the Consolidated Group sent Hazardous Materials for treatment or disposal, have been disposed of in a manner that, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (o) The Borrower is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. (p) The Advances and all related obligations of the Borrower under this Agreement rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to the obligations of the Borrower hereunder. (q) The proceeds of the Advances will be used in accordance with Section 2.16. (r) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and directors and to the knowledge of the Borrower its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (i) the Borrower, any Subsidiary, any of their respective directors or officers or to the knowledge of the Borrower or such Subsidiary employees, or (ii) to the knowledge of the Borrower, any agent of the Borrower or any agent of any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (s) No Borrowing or use of proceeds thereof or the Transactions will violate any applicable Anti-Corruption Law or applicable Sanctions. (t) The Borrower has delivered to the Administrative Agent a complete and correct copy of the Scheme Documents (if and when issued) or, as the case may be, the Offer Documents (if and when issued), including all schedules and exhibits thereto. The release of the Offer Press Announcement and the posting of the Takeover Offer Documents if a Takeover Offer is pursued has been or will be, prior to their release or posting (as the case may be) duly authorized by the Borrower. Each of the material obligations of the Borrower under the Takeover Offer Documents is or will be, when entered into and delivered, the legal, valid and binding obligation of the Borrower, enforceable against such Persons in accordance with its terms in each case, except as may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity. (u) The Scheme Press Release and the Scheme Circular (in each case if and when issued) when taken as a whole: (i) except for the information that relates to the Target or the Target Group, do not (or will not if and when issued) contain (to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case)) any statements which are not in accordance with the material facts, or where appropriate, do not omit anything likely to affect the import of such information and (ii) contain all the material terms of the Scheme. (v) If the Target Acquisition is effected by way of a Scheme, each of the Scheme Documents complies in all material respects on with the Jersey Companies Law and as of such earlier date (provided that representations and warranties that are qualified the City Code, subject to any applicable waivers by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 requirements of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsPanel. (ew) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithThe Borrower is not an EEA Financial Institution.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority (including all governmental licenses, permits and other approvals) to own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. (b) The execution, delivery and performance by the Borrower of this Agreement and the Amendment has Notes, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party Borrower's charter or by-laws or (ii) any orderlaw or contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, injunctionand no notice to or filing with, writ or decree of any Governmental Authority or regulatory body or any arbitral award to which other third party is required for the due execution, delivery and performance by the Borrower of this Agreement or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or Notes. (d) violate any Law applicable to This Agreement has been, and each of the Borrower and the AmendmentNotes when delivered hereunder will have been, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (ce) No approvalThere is no pending or threatened action, consentsuit, exemptioninvestigation, authorization, litigation or other action by, or notice to, or filing with, any Governmental Authority proceeding affecting the Borrower or any other Person is necessary of its Subsidiaries before any court, governmental agency or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment arbitrator that (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could be reasonably be expected likely to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality Effect or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) purports to affect the legality, validity or enforceability of this Agreement or any Credit Extension made in connection herewith.Note or the consummation of the transactions contemplated hereby. ARTICLE V

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated in the recital of parties to this Amendment. (b) The execution, delivery and performance by the Borrower of this Amendment and the Amendment has Loan Documents, as amended hereby, to which it is or is to be a party, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate or other organizational action and does do not (ai) contravene the terms Borrower's charter or by-laws, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934, as amended, and the Racketeer Influenced and Corrupt Organizations Chapter of the Borrower’s Organization Documents; Organized Crime Control Act of 1970), rule or regulation (bincluding, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), or any order, writ, judgment, injunction, decree, determination or award, binding on or affecting the Borrower or any of its Subsidiaries or any of their properties, (iii) conflict with or result in the breach of, or constitute a default under, any breach contract, loan agreement, indenture, mortgage, deed of trust, lease or contravention other instrument binding on or affecting the Borrower, any of (i) its Subsidiaries or any Contractual Obligation to which the Borrower is party of their properties or (iiiv) any orderexcept for the Liens created under the Collateral Documents, injunction, writ result in or decree require the creation or imposition of any Governmental Authority Lien upon or with respect to any arbitral award to which of the properties of the Borrower or any of its Property is subject; Subsidiaries. (c) result in No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the creation due execution, delivery or performance by the Borrower of this Amendment or any Lien (other than Permitted Liens); of the Loan Documents, as amended hereby, to which it is or is to be a party. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes and each of the other Loan Documents, as amended hereby, to which the Borrower is a party is the legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (ce) No approvalThere is no action, consentsuit, exemptioninvestigation, authorizationlitigation or proceeding affecting the Borrower or any of its Subsidiaries (including, or other action by, or notice to, or filing withwithout limitation, any Governmental Authority Environmental Action) pending or threatened before any other Person is necessary court, governmental agency or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment arbitrator that (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could be reasonably be expected likely to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality Effect or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) purports to affect the legality, validity or enforceability of this Amendment or any Credit Extension made in connection herewithof the other Loan Documents, as amended hereby.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The executionBorrower is a corporation duly organized, delivery validly existing and performance by in good standing under the Borrower laws of the Amendment has been State of Delaware and is duly qualified, authorized by all necessary corporate or other organizational action to do business and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to good standing in each jurisdiction in which the Borrower it is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result presently engaged in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable business except to the Borrower and extent that the Amendment, except, failure to so qualify or be in the case of clause (b) or (d) only, as would good standing could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of this Amendment has and the other Amendment Documents (i) are within the Borrower’s corporate powers, have been duly executed and delivered authorized by the Borrower. The Amendment constitutes legalall necessary corporate action, valid and binding obligations (ii) do not contravene (A) any of the Borrower’s Governing Documents, enforceable against (B) any Requirement of Law or (C) any contract of the Borrower in accordance with its terms, except listed as an exhibit to the extent Registration Statement or otherwise filed by the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally Borrower with the Securities and by equitable principles Exchange Commission and (iii) will not result in the imposition of law (regardless any Lien upon any of whether enforcement is sought its properties except in equity or at law) and implied covenants favor of good faith and fair dealingthe Agent. (c) No approval, consent, exemption, authorization, authorization or other action by, or notice toapproval of, or filing withwith or other act by, any shareholders of the Borrower, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery delivery, performance, validity or performance by, or enforcement against, the Borrower enforceability of this Amendment or any other Amendment Document to which the Borrower is a party, the consummation of the transactions contemplated hereby or thereby or the continuing operations of the Borrower following such consummation. (d) This Amendment, the other than Amendment Documents to which the Borrower is a party and the Loan Agreement as amended hereby constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by (ai) as have already been obtained and are in full force and effectbankruptcy, (b) filings to perfect security interests granted pursuant to the Amendment insolvency or similar laws affecting creditors’ rights generally and (cii) approvalsgeneral principles of equity. (e) No judgments, consentsorders, exemptionswrits or decrees are outstanding against it, authorizationsnor is there now pending or, to its knowledge, threatened litigation, contested claim, investigation, arbitration, or other actions, notices governmental proceeding by or filings against the failure to procure which would not Borrower that (i) individually or in the aggregate could reasonably be expected to have a Material Adverse Effect)Effect or (ii) purports to affect the legality, validity or enforceability of this Amendment, any of the other Amendment Documents to which the Borrower is a party, the Loan Agreement as amended hereby or the consummation of the transactions contemplated hereby or thereby. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (ef) No Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithis continuing.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Agent and the Banks as of the date hereof as follows: (a) The execution, execution and delivery of this Amendment and the performance by the Borrower of its obligations hereunder are within the Amendment has Borrower's powers and authority, have been duly authorized by all necessary corporate or other organizational action and does do not (a) and will not contravene the terms of the Borrower’s Organization Documents; (b) or conflict with the Articles of Incorporation or result in any breach or contravention By-laws of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse EffectBorrower. (b) The Amendment has been duly executed Agreement (as amended by this Amendment) and delivered by the Borrower. The Amendment constitutes Other Agreements constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms by Agent and the Banks against Borrower, and Borrower expressly reaffirms each of its terms, except to obligations under the extent the enforceability thereof may be limited Agreement (as amended by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at lawthis Amendment) and implied covenants each of good faith the Other Agreements, including, without limitation, the Borrower's Liabilities. Borrower further expressly acknowledges and fair dealing.agrees that Agent has a valid, duly perfected, first priority and fully enforceable security interest in and lien against each item of Collateral except as otherwise set forth in the Agreement. Borrower agrees that it shall not dispute the validity or enforceability of the Agreement (as it was stated before and after this Amendment) or any of the Other Agreements or any of its respective obligations thereunder, or the validity, priority, enforceability or extent of Agent's security interest in or lien against any item of Collateral, in any judicial, administrative or other proceeding; (c) No approval, consent, exemptionorder, authorizationqualification, validation, license, approval or authorization of, or filing, recording, registration or declaration with, or other action by, or notice to, or filing within respect of, any Governmental Authority governmental body, authority, bureau or any agency or other Person is necessary or required in connection with the execution, delivery or performance byof, or enforcement againstthe legality, the Borrower of validity, binding effect or enforceability of, this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Amendment; (d) After giving effect to this AmendmentThe execution, the representations delivery and warranties contained in each performance of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment by Borrower does not and (ii) will not violate any Credit Extension made law, governmental regulation, judgment, order or decree applicable to Borrower and does not and will not violate the provisions of, or constitute a default or any event of default under, or result in connection herewith.the creation of any security interest or lien upon any property of Borrower pursuant to, any indenture, mortgage, instrument, contract, agreement or other undertaking to which Borrower is a party or is subject or by which Borrower or any of its real or personal property may be bound;

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each of the Borrower and its Significant Subsidiaries is a corporation duly organized and validly existing under the laws of the jurisdiction of its incorporation and is duly qualified to do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary (except where the failure to so qualify would not constitute a Material Adverse Change). (b) The execution, delivery and performance by the Borrower of this Agreement and the Amendment has other Loan Documents to which it is or will be a party, and the receipt by the Borrower of the proceeds of Extensions of Credit on the date of any Extension of Credit, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not and will not contravene (ai) contravene the terms of the Borrower’s Organization Documents; (b) conflict with charter or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or by-laws, (ii) any orderlaw, injunction, writ or decree of (iii) any Governmental Authority legal or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject(including, without limitation, the Minnesota PUC Order); (c) and such execution, delivery and performance do not and will not result in or require the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable pursuant to the Borrower and the Amendment, except, in the case Loan Documents) upon or with respect to any of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealingproperties. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person Approval is necessary or required in connection with the execution, delivery or performance by, or enforcement against, by the Borrower of this Amendment (any Loan Document, other than (ai) as have already been obtained (A) the SEC Order and (B) the Minnesota PUC Order, which releases and orders are final and in full force and effecteffect and not subject to appeal, rehearing, review or reconsideration, (bii) filings to perfect security interests granted pursuant with respect to the Amendment Borrower’s obtaining any Extension of Credit after each Federal Trigger Date, a Supplemental Order and (ciii) approvalsin respect of each State Trigger Date, consentsadditional Governmental Approvals required to be obtained for the term of this Agreement to extend past such State Trigger Date. (d) This Agreement is, exemptionsand each other Loan Document to which the Borrower will be a party when executed and delivered hereunder will be, authorizationslegal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, subject to the qualifications, however, that the enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting rights and remedies of creditors and that the remedy of specific performance or of injunctive relief is subject to the discretion of the court before which any proceedings therefor may be brought. (e) Since December 31, 2005, there has been no Material Adverse Change. (f) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2005, and the related audited consolidated statements of income of the Borrower and its Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 2006 and the related unaudited consolidated statements of income for the six-month period then ended, copies of each of which have been furnished to each Bank, fairly present (subject, in the case of such balance sheets and statements of income for the six-month period ended June 30, 2006, to year-end adjustments) the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance, in all material respects, with GAAP. (g) Except as disclosed in the Parent’s Report on Form 10-K for the year ended December 31, 2005 and Report on Form 10-Q for the period ended June 30, 2006, there is no pending or threatened action or proceeding affecting the Borrower or any of its Significant Subsidiaries or properties before any court, governmental agency or arbitrator, that might reasonably be expected to constitute a Material Adverse Change, and since December 31, 2005 there have been no material adverse developments in any action or proceeding so disclosed that might reasonably be expected to constitute a Material Adverse Change. (h) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower or any of its ERISA Affiliates which would result in a liability to the Borrower, no “prohibited transaction” has occurred with respect to any Plan of the Borrower that is reasonably expected to result in a liability to the Borrower and neither the Borrower nor any of its ERISA Affiliates has incurred nor reasonably expects to incur any withdrawal liability under ERISA to any Multiemployer Plan, in each case that could reasonably be expected to constitute a Material Adverse Change. (i) The Borrower has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or, to the extent the Borrower is contesting in good faith by appropriate proceedings an assertion of liability based on such returns and has provided adequate reserves for payment thereof in accordance with GAAP. (j) Neither the Borrower nor any Significant Subsidiary of the Borrower is engaged principally, or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock. After the making of each Extension of Credit, Margin Stock will constitute less than 25 percent of the assets (as determined by any reasonable method) of the Borrower and its Significant Subsidiaries on a consolidated basis. (k) The Borrower is not an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (l) Neither the Borrower or any Affiliate of the Borrower (i) is a Sanctioned Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries. No part of the proceeds of any Advance hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country. (m) Neither the making of the Advances hereunder nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. The Borrower and its Significant Subsidiaries are in compliance in all material respects with the PATRIOT Act. (n) Each of the Borrower and its Significant Subsidiaries has timely filed all material reports, documents and other actionsmaterials required to be filed by it in order to comply with the requirements of all applicable laws, notices or filings rules, regulations and orders of any governmental authority, and is otherwise in compliance with the requirements of all applicable laws, rules, regulations and orders of any governmental authority in respect of the conduct of its business and the ownership and operation of its properties, except in each case to the extent that the failure to procure which would comply therewith, individually or in the aggregate, could not reasonably be expected to have constitute a Material Adverse Effect)Change. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The In order to induce each Lender to enter into this Amendment, the Borrower represents and warrants as followsto each Lender that: (a) The execution, delivery and performance by the Borrower of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each Article VI of the Credit Original Agreement and the other Loan Documents made by it are true and correct in all material respects on and as of the date hereof as though made on and as of such date Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be were true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and date. (b) The Borrower is duly authorized to execute and deliver this Amendment and is duly authorized to borrow monies and to perform its obligations under the Original Agreement. The Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the Credit obligations of the Borrower hereunder. (c) The execution and delivery by the Borrower of this Amendment, the performance by the Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not (i) conflict with any provision of (A) any Law, (B) the Organization Documents of the Borrower, or (C) any agreement, judgment, license, order or permit applicable to or binding upon the Borrower unless such conflict would not reasonably be expected to have a Material Adverse Effect, or (ii) result in the acceleration of any Indebtedness of the Borrower which would reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation of any Lien upon any assets or properties of the Borrower which would reasonably be expected to have a Material Adverse Effect, except as expressly contemplated or permitted in the Loan Documents. Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any Governmental Authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Amendment or to consummate any transactions contemplated by this Amendment, unless failure to obtain such consent would not reasonably be expected to have a Material Adverse Effect. (d) When duly executed and delivered, each of this Amendment and the Original Agreement (as amended by this Amendment) will be a legal and to binding obligation of the date of such financial statementsBorrower, enforceable in accordance with its terms, except as limited by Debtor Relief Laws. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithexists on the Effective Date.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Agent and the Banks as of the date hereof as follows: (a) The execution, execution and delivery of this Amendment and the performance by the Borrower of the Amendment has its obligations hereunder are within Borrower’s powers and authority, have been duly authorized by all necessary corporate or other organizational action and does do not (a) and will not contravene the terms of the Borrower’s Organization Documents; (b) or conflict with the Certificate of Incorporation or result in any breach or contravention By-laws of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse EffectBorrower. (b) The Amendment has been duly executed Agreement (as amended by this Amendment) and delivered by the Borrower. The Amendment constitutes Other Agreements constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms by Agent and the Banks against Borrower, and Borrower expressly reaffirms each of its terms, except to obligations under the extent the enforceability thereof may be limited Agreement (as amended by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at lawthis Amendment) and implied covenants each of good faith the Other Agreements, including, without limitation, Borrower’s Liabilities. Borrower further expressly acknowledges and fair dealing.agrees that Agent has a valid, duly perfected, first priority and fully enforceable security interest in and lien against each item of Collateral except as otherwise set forth in the Agreement. Borrower agrees that it shall not dispute the validity or enforceability of the Agreement (as it was stated before and after this Amendment) or any of the Other Agreements or any of its respective obligations thereunder, or the validity, priority, enforceability or extent of Agent’s security interest in or lien against any item of Collateral, in any judicial, administrative or other proceeding; (c) No approval, consent, exemptionorder, authorizationqualification, validation, license, approval or authorization of, or filing, recording, registration or declaration with, or other action by, or notice to, or filing within respect of, any Governmental Authority governmental body, authority, bureau or any agency or other Person is necessary or required in connection with the execution, delivery or performance byof, or enforcement againstthe legality, the Borrower of validity, binding effect or enforceability of, this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Amendment; and (d) After giving effect to this AmendmentThe execution, the representations delivery and warranties contained in each performance of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment by Borrower does not and (ii) will not violate any Credit Extension made law, governmental regulation, judgment, order or decree applicable to Borrower and does not and will not violate the provisions of, or constitute a default or any event of default under, or result in connection herewiththe creation of any security interest or lien upon any property of Borrower pursuant to, any indenture, mortgage, instrument, contract, agreement or other undertaking to which Borrower is a party or is subject or by which Borrower or any of its real or personal property may be bound.

Representations and Warranties of the Borrower. The In order to induce the Banks and Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants as followsto each Bank and Administrative Agent that the following statements are true, correct and complete: (ai) The execution, delivery and performance by the Borrower of this Amendment No. 1 and the Credit Agreement as amended by this Amendment has No. 1 (the “Amended Credit Agreement”; and collectively, the “Amendment Documents”) are within its partnership authority, have been duly authorized by all necessary corporate requisite action, and are not in conflict with the terms of any organizational instruments of such entity, or any instrument or agreement to which Borrower or General Partner is a party or by which Borrower, General Partner or any of their respective assets may be bound or affected; (ii) The officers of General Partner executing this Amendment No. 1 and any other organizational action Amendment Documents required to be delivered by it on behalf of Xxxxxxxx hereunder have been duly elected or appointed and does were fully authorized to execute the same at the time each such Amendment Document was executed; (iii) The execution and delivery of, and the performance of the obligations required to be performed by Xxxxxxxx under, this Amendment No. 1 and any other Amendment Documents do not and will not (a) contravene the terms of the Borrower’s Organization Documents; violate any provision of, or, except for those which have been made or obtained, require any filing (other than SEC disclosure filings), registration, consent or approval under, any Law (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it, except for such violations, or filings, registrations, consents and approvals which if not done or obtained would not likely cause a Material Adverse Change to occur, (b) conflict with or result in a breach of or constitute a default under or require any breach consent under any indenture or contravention of (i) loan or credit agreement or any Contractual Obligation other agreement, lease or instrument to which the Borrower is it may be a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to by which the Borrower it or its Property is subject; properties may be bound or affected except for consents which have been obtained or which if not obtained are not likely to cause a Material Adverse Change to occur, (c) result in in, or require, the creation or imposition of any Lien (other than Permitted Liens); Lien, upon or with respect to any of its properties now owned or hereafter acquired which would likely cause a Material Adverse Change to occur, or (d) violate cause it to be in default under any Law applicable to the Borrower and the Amendmentsuch Law, exceptorder, in the case of clause (b) writ, judgment, injunction, decree, determination or (d) onlyaward or any such indenture, as agreement, lease or instrument which would not reasonably be expected to have likely cause a Material Adverse Effect.Change to occur; to the best of its knowledge, Borrower is in compliance with all Laws applicable to it and its properties where the failure to be in compliance would cause a Material Adverse Change to occur; (biv) The Each of this Amendment has been duly executed No. 1 and delivered by the Borrower. The other Amendment constitutes Documents is a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof that such enforcement may be limited by applicable Debtor Relief Laws bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by equitable generally, as well as general principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing.equity; (cv) No approval, consent, exemption, authorization, or This Amendment No. 1 and the other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with Amendment Documents have been duly executed and delivered by the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Borrower; (dvi) After giving effect to this Amendment, the The representations and warranties of the Borrower contained in each Article V of the Credit Documents Agreement are and will be true and correct in all material respects (or in the case of any representation or warranty that is qualified as to “materiality”, “Material Adverse Change” or similar language, in all respects) on and as of the date hereof Amendment Effective Date to the same extent as though made on and as of such date dates (except to the extent that in those cases where such representations and warranties specifically refer representation or warranty expressly relates to an earlier date, in which case they shall be such representations and warranties were true and correct in all material respects on and (or in the case of any representation or warranty that is qualified as to “materiality”, “Material Adverse Change” or similar language, in all respects) as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects)date, and except for changes in factual circumstances permitted hereunder), provided that the representations and warranties contained in Section 6.05 5.20 of the Credit Agreement shall is qualified insofar as the Borrower will be deemed required to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.file this Amendment No. 1 in connection with its compliance with its periodic reporting obligations; and (evii) No Default or Event of Default shall exist immediately prior to has occurred and is continuing, both before and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithNo. 1.

Representations and Warranties of the Borrower. The In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants as followsto the Lenders and Administrative Agent that the following statements are true, correct and complete: (ai) The the execution, delivery and performance of this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1 (the Borrower of “Amended Agreement”, and together with this Amendment No. 1, the “Amendment has Documents”) are within the Borrower’s partnership powers and have been duly authorized by all necessary corporate partnership or other organizational action on the part of the Borrower; (ii) the execution, delivery and does not performance of this Amendment No. 1 (a) contravene do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for such filings as may be required with the terms of the Borrower’s Organization Documents; SEC to comply with disclosure obligations, (b) conflict with will not violate any applicable law or result in any breach regulation or contravention the charter, by-laws or other organizational documents of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ of its Subsidiaries or decree the Parent Companies or any order of any Governmental Authority or Authority, except for any arbitral award to which the Borrower or its Property is subject; (c) result in the creation violation of any Lien (other than Permitted Liens); applicable law or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as regulation that would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approvalwill not violate or result in a default under any indenture, consent, exemption, authorizationagreement or other instrument binding upon the Borrower or any of its Subsidiaries or the Parent Companies or their assets, or other action by, or notice to, or filing with, give rise to a right thereunder to require any Governmental Authority payment to be made by the Borrower or any other Person is necessary of its Subsidiaries or required in connection with the executionParent Companies, delivery except for any violation or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which default that would not reasonably be expected to have a Material Adverse Effect). , and (d) After giving effect will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries or the Parent Companies; (iii) each of the Amendment Documents has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, subject to this Amendmentapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (iv) the representations and warranties contained made or deemed made by the Borrower in each of the Credit Documents any Loan Document are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date hereof as though made on and as of such date Amendment Effective Date (except to the extent that any such representations representation and warranties specifically refer warranty expressly relates to an earlier date, in which case they such representation and warranty shall be true and correct in all material respects on and (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respectsdate), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.; and (ev) No no Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) is continuing or will result from the consummation of the transactions contemplated by this Amendment and (ii) any Credit Extension made in connection herewithNo. 1.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery Each Loan Party and performance by the Borrower each of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of their respective Subsidiaries (i) any Contractual Obligation to which is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the Borrower is party or laws of the jurisdiction of its formation, (ii) any order, injunction, writ is duly qualified and in good standing as a foreign corporation or decree of any Governmental Authority company in each other jurisdiction in which it owns or any arbitral award to leases property or in which the Borrower conduct of its business requires it to so qualify or its Property is subject; (c) result in be licensed except where the creation of any Lien (other than Permitted Liens); failure to so qualify or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as be licensed would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership (as applicable) power and authority (including, without limitation, all Governmental Authorizations) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be expected conducted except when the failure to have such power and authority would not be reasonably likely to have a Material Adverse Effect. (b) The Amendment execution, delivery and performance by each Loan Party of this Agreement are within such Loan Party’s corporate, limited liability company or limited partnership (as applicable) powers, have been duly authorized by all necessary corporate, limited liability company or limited partnership (as applicable) action and do not (i) contravene any such Loan Party’s charter, bylaws, limited liability company agreement, partnership agreement or other constituent documents, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, any of their respective Subsidiaries or any of their properties (other than in each case any conflicts, breaches, defaults or payments that either individually or in the aggregate, could not reasonably be likely to have a Material Adverse Effect), or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of their respective Subsidiaries. No Loan Party or any of their respective Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could be reasonably likely to have a Material Adverse Effect. (c) Other than as contemplated by the Astoria Merger Agreement, no Governmental Authorization, and no notice to or filing with any Governmental Authority or any other third party is required for the due execution, delivery or performance by any Loan Party of this Agreement or any of the other Loan Documents, as amended hereby, to which such Loan Party is a party. (d) This Agreement has been duly executed and delivered by the BorrowerBorrower and each Guarantor. The Amendment constitutes This Agreement and each of the other Loan Documents, as amended hereby, to which the Borrower and each Guarantor is a party are legal, valid and binding obligations of such Loan Party, as the Borrowercase may be, enforceable against such Loan Party as the Borrower case may be, in accordance with its their respective terms, except to the extent the as enforceability thereof may be limited by applicable Debtor Relief Laws (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and by (ii) general equitable principles of law (regardless of whether enforcement is sought considered in a proceeding in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to event has occurred and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithis continuing that constitutes a Default.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. (b) The execution, delivery and performance by the Borrower of this Agreement, the Amendment has Tender Offer Documentation and the Notes, if any, to be delivered by it, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not contravene (ai) contravene the terms of the Borrower’s Organization Documents; charter or by-laws (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or other equivalent organizational documents), (ii) applicable law or (iii) any order, injunction, writ contract or decree of any Governmental Authority or any arbitral award to which instrument binding on the Borrower or any of its Property properties or assets that is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable material to the Borrower and its Subsidiaries, taken as a whole. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the Amendmentdue execution, exceptdelivery and performance by the Borrower of this Agreement, the Tender Offer Documentation or the Notes, if any, to be delivered by it. (d) This Agreement and the Tender Offer Documentation have been, and each of the Notes, if any, to be delivered by the Borrower when delivered hereunder will have been, duly executed and delivered by the Borrower. The Tender Offer Documentation remains in full force and effect. Assuming that this Agreement has been duly executed by the Agent and each of the Initial Lenders, each of this Agreement and the Tender Offer Documentation is, and each of the Notes of the Borrower when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law. (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at May 31, 2004, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by the opinion(s) of one or more firms of independent certified public accountants of recognized national standing, as filed with the Securities and Exchange Commission on Form 10-K with respect to its year ended dated May 31, 2004, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at August 31, 2004, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, as filed with the Securities and Exchange Commission on Form 10-Q with respect to its fiscal quarter ended dated August 31, 2004, copies of which have been furnished to each Lender, fairly present, subject, in the case of clause said balance sheet at August 31, 2004, and said statements of income and cash flows for the three months then ended, to absence of footnotes and to year-end audit adjustments, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP consistently applied. (bf) There is no pending or (dto the knowledge of the Borrower) onlythreatened action, investigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that is initiated by any Person other than a Lender in its capacity as a Lender (i) that is reasonably likely to have a Material Adverse Effect or (ii) that purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby. (g) Since May 31, 2004, there has not occurred any Material Adverse Effect which is continuing. (h) None of the Borrower or any of its Subsidiaries is an Investment Company, as such term is defined in the Investment Company Act of 1940, as amended. (i) No part of the proceeds of any Advances will be used in any manner that would result in a violation of Regulation U or X, issued by the Board of Governors of the Federal Reserve System, as in effect. (j) The proceeds of the Advances shall be used by the Borrower in order to finance the Acquisition and related costs, fees and expenses, for working capital purposes and other general corporate purposes. (k) No report, financial statement or other written information furnished by or on behalf of the Borrower to the Agent or any Lender pursuant to subsection 3.01(f)(v) and subsection 5.01(i) (as modified or supplemented by any other information provided to the Agent or any Lender) contains or will contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were, are or will be made, not misleading, except to the extent that the facts (whether misstated or omitted) do not result in a Material Adverse Effect; provided that with respect to any projected financial information, the Borrower represents only that such information has been (or will be) prepared in good faith based on assumptions believed to be reasonable at the time. (l) The Borrower is in compliance with all material provisions of ERISA, except to the extent that all failures to be in compliance could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. (bm) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations claims of the Borrower, enforceable Agent and the Lenders against the Borrower under this Agreement rank at least pari passu with the claims of all its unsecured creditors, save those whose claims are preferred solely by the laws of general application having effect in accordance with relation to bankruptcy, insolvency, liquidation or other similar events. (n) The Borrower and its termsSubsidiaries have filed all United States federal tax returns and all other tax returns that are material to the Borrower and its Subsidiaries, taken as a whole, which are required to be filed and have paid all United States federal taxes and all other taxes that are material to the Borrower and its Subsidiaries, taken as a whole, in each case, that are due pursuant to said returns or pursuant to any material assessment received by the Borrower or any of its Subsidiaries, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles in respect of law (regardless of whether enforcement is sought such taxes, if any, as are being contested in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement proper proceedings and to the date of such financial statementswhich appropriate reserves are being maintained. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The In order to induce the Administrative Agent and the Lenders party hereto to enter into this Amendment, the Borrower represents and warrants as followsto the Administrative Agent and the Lenders that the following statements are true, correct and complete: (ai) The execution, delivery and performance by the Borrower has the requisite power and authority to make, deliver and perform its obligations under the Amendment Documents to which it is a party; (ii) the execution and delivery of this Amendment and the performance of the Amendment has Documents to which the Borrower is a party are within the Borrower’s partnership powers and have been duly authorized by all necessary corporate partnership or other organizational action and does not (a) contravene on the terms part of the Borrower’s Organization Documents; ; (biii) conflict with or result in any breach or contravention the execution and delivery of (i) any Contractual Obligation this Amendment and the performance of the Amendment Documents to which the Borrower is a party (a) do not require any consent or (ii) any orderapproval of, injunctionregistration or filing with, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the executionAuthority, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) except such as have already been obtained or made and are in full force and effect, (b) filings to perfect security interests granted pursuant to will not violate any applicable law or regulation or the Amendment and charter or any order, judgment or decree of any Governmental Authority, by-laws or other organizational documents of the Borrower or any of its Subsidiaries, (c) approvalswill not violate or result in a default under any material indenture, consentsloan agreement, exemptionscredit agreement, authorizationspromissory note, letter of credit or other agreement binding upon the Borrower or any of its Subsidiaries or its assets, or other actionsgive rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). and (d) After giving effect will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries (other than Liens created under the Loan Documents); (iv) this Amendment has been duly executed and delivered by the Borrower and each of the Amendment Documents to this Amendmentwhich the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (v) the representations and warranties contained made or deemed made by the Loan Parties in each of the Credit Documents Agreement are true and correct in all material respects on (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) as of the date hereof as though made on and as of such date Amendment Effective Date except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they such representations and warranties shall be have been true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), date) and except that for changes in factual circumstances specifically and expressly permitted under the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.Loan Documents; and (evi) No no Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) this is continuing or will result from the consummation of the transactions contemplated by the Amendment and (ii) any Credit Extension made in connection herewithDocuments.

Representations and Warranties of the Borrower. The Each of Holdings and each Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower each Loan Party of the this Amendment has been duly authorized by all necessary corporate or other organizational action action, and does not and will not (ai) contravene the terms of the Borrowerany of such Person’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien (iother than a Lien permitted under the Credit Agreement) under, or require any payment to be made under (x) any Contractual Obligation to which the Borrower such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (iiy) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower such Person or its Property property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (diii) violate any applicable Law, except with respect to any breach or contravention or payment or creation of Liens referred to in clause (ii) or any violation of applicable Law applicable referred to in clause (iii), to the Borrower and the Amendmentextent that such conflict, exceptbreach, in the case contravention, payment, creation of clause (b) Lien or (d) only, as would violation could not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower any Loan Party of this Amendment Amendment, except for (other than (ai) as the approvals, consents, exemptions, authorizations, actions, notices and filings which have already been obtained duly obtained, taken, given or made and are in full force and effect, (bii) filings to perfect security interests granted pursuant to with the Amendment SEC, including a Current Report on Form 8-K, and (ciii) those other approvals, consents, exemptions, authorizations, authorizations or other actions, notices or filings filings, the failure of which to procure which would obtain or make could not reasonably be expected to have a Material Adverse Effect). (dc) After giving effect to this AmendmentThis Amendment has been duly executed and delivered by each Loan Party that is party hereto. This Amendment constitutes a legal, the representations valid and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as binding obligation of such date Loan Party, enforceable against each Loan Party that is party hereto in accordance with its terms, except to the extent that as such representations enforceability may be limited by Debtor Relief Laws and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as general principles of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsequity. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The In order to induce the Lender to enter into this Agreement and to make the Loans, the Borrower hereby represents and warrants as followsthe following to the Lender: (a) The executionBorrower is a Person (i) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation or organization, and (ii) has all the requisite organizational power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to own its properties and conduct its business as currently owned and conducted. (b) The Borrower and each of its Subsidiaries is not in violation of any of its respective formation documents. The execution and delivery of this Agreement and performance the incurrence of the obligations and the consummation of the transactions herein and therein contemplated will not conflict with, or constitute a breach of or default under any formation documents of the Borrower, or any Applicable Law. (c) This Agreement has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Amendment has been duly authorized Borrower enforceable in accordance with its terms, except as the enforcement thereof may be limited by all necessary corporate bankruptcy, insolvency or other organizational action and does not similar laws relating to or affecting generally the enforcement of creditors’ rights or by general equitable principles. (ad) contravene No consent, approval, authorization, order, registration or qualification of or with any court, any regulatory authority or other governmental agency or body is required for the terms execution or delivery of this Agreement by the Borrower or for the consummation of the other transactions contemplated by this Agreement. (e) There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower’s Organization Documents; (b) conflict with , overtly threatened in writing, at law, in equity, in arbitration or result in before any breach governmental authority, by or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which against the Borrower or any of its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as Subsidiaries that would not reasonably be expected to have a Material Adverse Effect. (bf) The Amendment Borrower and each of its Subsidiaries has filed or caused to be filed all tax returns which are required to be filed and has paid all Taxes shown to be due and payable on such returns or on any assessments made against them (other than those being contested in good faith) and no Tax Liens have been duly executed filed and delivered by no claims are being asserted with respect to such Taxes. (g) No fact or circumstance, to the Borrower. The Amendment constitutes legal, valid and binding obligations best of the Borrower’s knowledge after due inquiry, enforceable against the Borrower either alone or in accordance conjunction with its termsall other such facts and circumstances, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity has had or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could reasonably be expected to have a Material Adverse Effect. (h) The Borrower and each of its Subsidiaries is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (i) The Borrower and each of its Subsidiaries is currently in compliance with all Applicable Laws (including, without limitation, Anti-Terrorism Laws, Anti-Corruption Laws, ERISA and Environmental Laws). (dj) After giving effect to this AmendmentNone of the Borrower, any Subsidiary or any of their respective directors, officers or employees, or any agent of the Borrower or any Subsidiary acting on their behalf in connection with, or benefitting from, the representations loan facility established hereby, is a Sanctioned Person. No Loan, use of proceeds or other transaction contemplated by this Agreement or any other documents to be executed in connection with this Agreement will violate Anti-Corruption Laws or applicable Sanctions. (k) The Borrower has used the proceeds of the Loans issued hereunder only in compliance with (and warranties contained not in contravention of) this Agreement. (l) The Borrower and each of its Subsidiaries has good fee simple title to, or valid leasehold interests in, or easements or other limited property interest in, or good and marketable title to, all its real property assets that are material to the present conduct of its business and has good title to its personal property and assets that are material to the present conduct of its business, in each case, except for defects in title that do not materially interfere with its ability to conduct its business or to utilize such properties and assets for their intended purposes. All such properties and assets are free and clear of Liens, other than (i) Liens arising by operation of law, (ii) minor defects in title that do not materially interfere with the ability of the Credit Documents are true Borrower to conduct its business and correct (iii) Liens granted in all material respects connection with the Citi Repurchase Loan Agreement and the Texas Capital Bank Note. (m) The Borrower and each of its Subsidiaries is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. The Borrower will not use any part of the proceeds of the Loans, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X. The proceeds of the Loans will only be (i) used in conjunction with the Citi Repurchase Loan Agreement to fund transitional bridge loans consistent with the Borrower’s business and approved by the Borrower’s Board of Trustees or (ii) held by the Borrower in order to satisfy the minimum Cash Liquidity (as such term is defined in the Guaranty) financial covenant required under the Guaranty. (n) No written information (other than the pro forma financial statements and estimates and information of a general economic or general industry nature) furnished by or on and behalf of the Borrower or any of its Subsidiaries to the Lender in connection with the transactions on or before the date of this Agreement (the “Information”), when taken as a whole, as of the date hereof as though made on and as Agreement Date, contained any untrue statement of such date except a material fact or omitted to state a material fact necessary in order to make the extent that such representations and warranties specifically refer to an earlier date, statements contained therein not misleading in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 light of the Credit Agreement shall be deemed to refer to the most recent financial circumstances under which such statements furnished pursuant to Section 7.01(a) and were made (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to all supplements and updates thereto from time to time). (io) this Amendment The Borrower and its Subsidiaries, on a consolidated basis, are Solvent. (iip) any Credit Extension made in connection herewithNo Default has occurred and is continuing.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Wisconsin. (b) The execution, delivery and performance by the Borrower of this Amendment and the Amendment has Credit Agreement, as amended hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate or other organizational action and does do not contravene (ai) contravene the terms of the Borrower’s Organization Documents; (b) conflict with charter or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party by-laws or (ii) any order, injunction, writ or decree of any Governmental Authority law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; Borrower. (c) result in No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the creation due execution, delivery or performance by the Borrower of any Lien (other than Permitted Liens); this Amendment or the Credit Agreement, as amended hereby, to which it is or is to be a party. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes or the Credit Agreement, as amended hereby, are legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (ce) No approvalThere is no pending or, consentto the knowledge of the Borrower, exemptionthreatened action, authorizationsuit, investigation, litigation or other action byproceeding, or notice toincluding, or filing withwithout limitation, any Governmental Authority Environmental Action, affecting the Borrower or any other Person of its Subsidiaries before any court, governmental agency or arbitrator that (i) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected likely to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality Effect or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any purports to affect the legality, validity or enforceability of this Amendment or the Credit Extension made in connection herewithAgreement, as amended hereby.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of this Waiver and Eighth Amendatory Agreement and the Amendment has Credit Agreement as amended hereby are within the Borrower's and the Guarantor's corporate powers, have been duly authorized by all necessary corporate or other organizational action and does do not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party charter or by-laws, and (ii) any order, injunction, writ or decree of any Governmental Authority law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse EffectGuarantor. (b) The Amendment has been duly executed No authorization, approval or other action by, and delivered no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower. The Amendment constitutes Borrower or the Guarantor of this Waiver and Eighth Amendatory Agreement and the Credit Agreement as amended hereby. (c) This Waiver and Eighth Amendatory Agreement and the Credit Agreement as amended hereby, constitute legal, valid and binding obligations of the Borrower, Borrower and the Guarantor enforceable against the Borrower and the Guarantor in accordance with its their respective terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this AmendmentThere is no pending or threatened action or proceeding affecting the Borrower, the representations and warranties contained in each Guarantor or any of their respective subsidiaries before any court, governmental agency or arbitrator, which may materially adversely affect the financial condition or operations of the Credit Documents are true Borrower, the Guarantor or any subsidiary thereof or which purports to affect the legality, validity or enforceability of this Waiver and correct in all material respects on Eighth Amendatory Agreement and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsas amended hereby. (e) No Default The execution, delivery and performance of this Waiver and Eighth Amendatory Agreement does not conflict with or Event violate in any manner the terms of Default shall exist immediately prior to and after giving effect to any of the Borrower's Senior Notes (ior the related Senior Indenture) this Amendment and (ii) or Subordinated Indebtedness or in any manner affect the status of the Obligations under the Credit Extension made in connection herewithAgreement regarding the subordination provisions of the Borrower's Subordinated Indebtedness.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Amendment and the Amendment has Credit Agreement and the Notes, as amended hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate or other organizational action and does do not (ai) contravene the terms of the Borrower’s Organization Documents; (b) conflict with 's charter or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party by-laws or (ii) any order, injunction, writ or decree of any Governmental Authority law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; Borrower. (c) result in No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the creation due execution, delivery or performance by the Borrower of any Lien (other than Permitted Liens); this Amendment or the Credit Agreement and the Notes, as amended hereby. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes and the Credit Agreement and the Notes, as amended hereby, are legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except to the extent the as enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles of law (regardless of whether enforcement is sought by proceedings in equity or at law) and implied covenants of good faith and fair dealing). (ce) No approvalThere is no pending or, consentto the knowledge of the Borrower, exemptionthreatened action, authorizationsuit, investigation, litigation or other action byproceeding, or notice toincluding, or filing withwithout limitation, any Governmental Authority Environmental Action, affecting the Borrower or any other Person is necessary of its Subsidiaries before any court, governmental agency or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment arbitrator that (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could be reasonably be expected to have a Material Adverse Effect). Effect or (dii) After giving effect purports to affect the legality, validity or enforceability of this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality Amendment or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to or the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsNotes, as amended hereby. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) Each Loan Party (i) is a corporation or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (A) own its assets and carry on its business and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (iii) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (iv) is in compliance with all Laws; except in each case referred to in subsection (ii)(A), (iii) or (iv), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower each Loan Party of the Amendment has each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action action, and does do not (ai) contravene the terms of the Borrowerany of such Person’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (iA) any Contractual Obligation to which the Borrower is party a party, except to the extent that such breach, contravention or creation of any such Lien could not reasonably be expected to have a Material Adverse Effect or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (diii) violate any Law applicable to material Law. No Subsidiary of the Borrower and is in violation of any Law or in breach of any Contractual Obligation, the Amendment, except, in the case violation of clause (b) or (d) only, as would not which could be reasonably be expected likely to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document to which it is a party. (d) This Agreement has been, and each other Loan Document to which each Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Loan Party. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject in the case of enforceability to the effects of bankruptcy and general principles of equity. (i) The Audited Financial Statements (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the consolidated financial condition of the Borrower as of the date thereof and its consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (C) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof to the extent required by GAAP, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP. (ii) The Unaudited Financial Statements (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (B) fairly present the consolidated financial condition of the Borrower as of the date thereof and its consolidated results of operations for the period covered thereby, except as expressly noted therein, and subject, in the case of clauses (A) and (B), to year-end audit adjustments, and (C) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof to the extent required by GAAP, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP. (iii) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (f) There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (i) except the Disclosed Litigation, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and there has been no material adverse development in any Disclosed Litigation or (ii) purports to affect the legality, validity or enforceability of this Amendment Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. (g) Neither the Borrower nor any Subsidiary is in default under or with respect to any Indebtedness or Guarantee that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other than Loan Document. (ah) The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have already a Material Adverse Effect. (i) The properties of the Borrower and its Subsidiaries are insured with insurance companies or with a captive insurance company that is an Affiliate of the Borrower as to which the Agent may request reasonable evidence of financial responsibility, in such amounts, with such deductibles and covering such risks as are customarily carried by companies with similar financial capacity and engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates. (j) The Borrower and its Subsidiaries have filed all tax returns and reports required to be filed, and have paid all taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been obtained provided in accordance with GAAP and are except for those tax returns, reports, taxes, assessments, fees and other governmental charges, which in full force and effectthe aggregate, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would could not reasonably be expected to have a Material Adverse Effect). The Borrower is not aware of any proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. (di) After giving effect Except as could not reasonably be expected to this Amendmenthave a Material Adverse Effect, the representations and warranties contained each Plan is in each of the Credit Documents are true and correct compliance in all material respects on with the applicable provisions of ERISA, the Internal Revenue Code and other Federal or state Laws. Except as of the date hereof as though made on and as of such date except could not reasonably be expected to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to have a Material Adverse Effect shall be true and correct in all respects)Effect, and except that the representations and warranties contained in Section 6.05 no application for a funding waiver or an extension of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished any amortization period pursuant to Section 7.01(a) and (b) 412 of the Credit Agreement and Internal Revenue Code has been made with respect to the date of such financial statementsany Plan. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Credit Extension made Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in connection herewitha Material Adverse Effect. (iii) Except as could not be reasonably expected to have a Material Adverse Effect, (A) no ERISA Event has occurred or is reasonably expected to occur; (B) no Pension Plan has any Unfunded Pension Liability;

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsthat: (a) The execution, delivery and performance by the Borrower of the this Amendment has have been duly authorized by all necessary corporate action, have received all approvals, consents, exemptions, authorizations or other organizational action by or notice to or filing with any Governmental Authority or any other Person, and does do not and will not (ai) contravene the terms of the Borrower’s Organization Documents; (bii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (ix) any material Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (iiy) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (diii) violate any provision of any Law applicable except to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would extent such violation could not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms. (c) Each of the representations and warranties contained in the Credit Agreement is true and correct on and as of the date hereof as if made on the date hereof, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and by equitable principles correct on and as of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect)such earlier date. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No no Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithis continuing.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, and each Significant Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or otherwise organized. (b) The execution, delivery and performance by the Borrower of each Loan Document, and the Amendment has consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not contravene (ai) contravene the terms of the Borrower’s Organization Documents; (b) conflict with certificate of incorporation or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or by-laws, (ii) any order, injunction, writ law binding or decree of any Governmental Authority or any arbitral award to which affecting the Borrower or (iii) any contractual restriction binding on or affecting the Borrower or any of its Property is subject; properties. (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment Each Loan Document has been duly executed and delivered by the Borrower. The Amendment constitutes Each Loan Document is the legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except to the extent as the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally in general, and by equitable except as the availability of the remedy of specific performance is subject to general principles of law equity (regardless of whether enforcement such remedy is sought in a proceeding in equity or at law) and implied covenants subject to requirements of reasonableness, good faith and fair dealing. (cd) No approval, consent, exemption, authorization, Governmental Approval or other action by, or and no notice to, to or filing with, any Governmental Authority or other third party, or otherwise specified pursuant to any other Person Applicable Law, is necessary required for the due execution, delivery and performance by the Borrower of any Loan Document, except for the authorization of the Federal Energy Regulatory Commission and the Kentucky Public Service Commission, each of which authorization has been duly obtained and is in full force and effect as of the date hereof. (e) There is no pending or required threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Significant Subsidiaries before any Governmental Authority or arbitrator that is reasonably likely to have a Material Adverse Effect, except as may be disclosed in the Disclosure Documents. (f) The consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014, and the related consolidated statements of income, changes in shareholder’s equity and comprehensive income (loss) and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal periods then ended, accompanied by (in the case of such financial statements for the fiscal year ended December 31, 2013) an opinion of Deloitte & Touche LLP, an independent registered public accounting firm, copies of each of which have been furnished to each Lender, fairly present (subject, in the case of such financial statements for the fiscal quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 to year-end adjustments) the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2013, there has been no Material Adverse Change. (g) No written statement, information, report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the executionsyndication or negotiation of this Agreement or included herein or delivered pursuant hereto contained, delivery or performance bycontains, or enforcement againstwill contain any material misstatement of fact or intentionally omitted, omits, or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are, or will be made, not misleading. (h) Except as may be disclosed in the Disclosure Documents, the Borrower and each Significant Subsidiary is in material compliance with all laws (including ERISA and Environmental Laws) rules, regulations and orders of this Amendment any Governmental Authority applicable to it. (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the No failure to procure which would not satisfy the minimum funding standard applicable to a Plan for a plan year (as described in Section 302 of ERISA and Section 412 of the Internal Revenue Code) that could reasonably be expected to have a Material Adverse Effect). (d) After giving effect , whether or not waived, has occurred with respect to this Amendmentany Plan. The Borrower has not incurred, the representations and warranties contained in does not presently expect to incur, any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. The Borrower and each of the Credit Documents are true and correct its ERISA Affiliates have complied in all material respects on with ERISA and as the Internal Revenue Code. The Borrower and each of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct its Subsidiaries have complied in all material respects on and with foreign law applicable to its Foreign Plans, if any. As used herein, the term “Plan” means an “employee pension benefit plan” (as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained defined in Section 6.05 3 of ERISA) which is and has been established or maintained, or to which contributions are or have been made or should be made according to the terms of the Credit Agreement shall be deemed to refer to plan, by the most recent financial statements furnished pursuant to Borrower or any of its ERISA Affiliates. The term “Multiemployer Plan” means any Plan which is a “multiemployer plan” (as such term is defined in Section 7.01(a) and (b4001(a)(3) of the Credit Agreement and ERISA). The term “Foreign Plan” means any pension, profit-sharing, deferred compensation, or other employee benefit plan, program or arrangement maintained by any Subsidiary which, under applicable local foreign law, is required to the date of such financial statementsbe funded through a trust or other funding vehicle. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. (b) The execution, delivery and performance by the Borrower of this Amendment and the Amendment has Credit Agreement, as amended hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not contravene (ai) contravene the terms of the Borrower’s Organization Documents; (b) conflict with charter, regulations or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party by-laws, as applicable, or (ii) any order, injunction, writ or decree of any Governmental Authority law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; Borrower. (c) result in No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the creation due execution, delivery or performance by the Borrower of any Lien (other than Permitted Liens); this Amendment or the Credit Agreement, as amended hereby. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes and the Credit Agreement, as amended hereby, to which the Borrower is a party are legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (ce) No approvalThere is no pending or threatened action, consentsuit, exemptioninvestigation, authorization, litigation or other action by, or notice to, or filing with, any Governmental Authority proceeding affecting the Borrower or any other Person is necessary of its Subsidiaries before any court, governmental agency or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment arbitrator that (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could be reasonably be expected likely to have a Material Adverse Effect)Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Amendment or any of the Credit Agreement, as amended hereby. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (ef) No Default or Event of Default shall exist immediately prior to event has occurred and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithis continuing that constitutes a Default.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated in the recital of parties to this Amendment. (b) The execution, delivery and performance by the Borrower of this Amendment and the Amendment has Credit Agreement and the Notes, as amended hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate or other organizational action and does do not contravene (ai) contravene the terms of the Borrower’s Organization Documents; (bcharter or by-laws or(ii) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; Borrower. (c) result in No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the creation due execution, delivery or performance by the Borrower of any Lien (other than Permitted Liens); this Amendment or the Credit Agreement and the Notes, as amended hereby. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes and the Credit Agreement and the Notes, as amended hereby, are legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its termstheir respective terms (subject, except as the enforcement of remedies, to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, reorganization, moratorium and similar laws affecting creditors’ creditors rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealinggenerally). (ce) No approvalThere is no pending or threatened action, consentsuit, exemptioninvestigation, authorizationlitigation or proceeding, or other action byincluding, or notice to, or filing withwithout limitation, any Governmental Authority Environmental Action, affecting the Borrower or any other Person is necessary of its Subsidiaries before any court, governmental agency or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment arbitrator that (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could be reasonably be expected likely to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality Effect or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) purports to affect the legality, validity or enforceability of this Amendment or any Credit Extension made in connection herewithof the other Loan Documents, as amended hereby.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsto the Lender: (a) The execution, delivery and performance by the Borrower of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents Loan Agreement (as amended hereby) and the other Related Agreements and Supplemental Documentation are true and correct in all material respects on at and as of the date hereof as though made on and as of such the date hereof (except (x) to the extent that specifically made with regard to a particular date and (y) for such representations and warranties changes as are a result of any act or omission specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date permitted under the Loan Agreement (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respectsunder any Related Agreement), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and or as otherwise specifically permitted by Lender; (b) on the Effective Date, after giving effect to this Amendment, no Unmatured Event of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to will have occurred and after giving effect to be continuing; (ic) the execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by, the Borrower, and this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (iiregardless of whether such enforcement is sought in a proceeding in equity or at law); and (d) the execution, delivery and performance of this Amendment does not conflict with or result in a breach by the Borrower of any Credit Extension made in connection herewithterm of any material contract, loan agreement, indenture or other agreement or instrument to which the Borrower is a party or is subject.

Representations and Warranties of the Borrower. The 2.1 To induce the Lenders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Borrower represents and warrants as followsto the Lenders that: (a) The this Amendment, and the documents to be executed in connection with this Amendment, have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations, contracts and agreements of the Borrower enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (b) the Credit Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation, contract and agreement of the Borrower enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (c) the execution, delivery and performance by the Borrower of the Amendment this Amendment, (i) has been duly authorized by all necessary requisite corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or and, if required, shareholder action, (ii) any order, injunction, writ does not require the consent or decree approval of any Governmental Authority governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or the Borrower's articles of incorporation or bylaws, (2) any order of any court or any arbitral award rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which the Borrower it is a party or by which its Property is subject; properties or assets are or may be bound, or (cB) result in the creation a breach of or constitute (alone or with due notice or lapse of time or both) a default under any Lien (indenture, agreement or other than Permitted Liens); or (d) violate any Law applicable instrument referred to the Borrower and the Amendment, except, in the case of clause (biii)(A)(3) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse EffectSection 2.1(c).; (d) After as of the date hereof and after giving effect to this Amendment, no Event of Default has occurred which is continuing; and (e) all the representations and warranties contained in each Article 5 of the Credit Documents Agreement are true and correct in all material respects with the same force and effect as if made by the Borrower on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementshereof. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of this Waiver and Amendatory Agreement and the Amendment has Credit Agreement as amended hereby are within the Borrower's and the Guarantor's corporate powers, have been duly authorized by all necessary corporate or other organizational action and does do not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party charter or by-laws, and (ii) any order, injunction, writ or decree of any Governmental Authority law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse EffectGuarantor. (b) The Amendment has been duly executed No authorization, approval or other action by, and delivered no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower. The Amendment constitutes Borrower or the Guarantor of this Waiver and Amendatory Agreement and the Credit Agreement as amended hereby. (c) This Waiver and Amendatory Agreement and the Credit Agreement as amended hereby, constitute legal, valid and binding obligations of the Borrower, Borrower and the Guarantor enforceable against the Borrower and the Guarantor in accordance with its their respective terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this AmendmentThere is no pending or threatened action or proceeding affecting the Borrower, the representations and warranties contained in each Guarantor or any of their respective subsidiaries before any court, governmental agency or arbitrator, which may materially adversely affect the financial condition or operations of the Credit Documents are true Borrower, the Guarantor or any subsidiary thereof or which purports to affect the legality, validity or enforceability of this Waiver and correct in all material respects on Amendatory Agreement and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsas amended hereby. (e) No Default The execution, delivery and performance of this Waiver and Amendatory Agreement does not conflict with or Event violate in any manner the terms of Default shall exist immediately prior to and after giving effect to any of the Borrower's Senior Notes (ior the related Senior Indenture) this Amendment and (ii) or Subordinated Indebtedness or in any manner affect the status of the Obligations under the Credit Extension made in connection herewithAgreement regarding the subordination provisions of the Borrower's Subordinated Indebtedness.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Administrative Agent and the Banks as of the date hereof as follows: (a) The execution, execution and delivery of this Amendment and the performance by the Borrower of its obligations hereunder are within the Amendment has Borrower's powers and authority, have been duly authorized by all necessary corporate or other organizational action and does do not (a) and will not contravene the terms of the Borrower’s Organization Documents; (b) or conflict with the Certificate of Incorporation or result in any breach or contravention By-laws of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse EffectBorrower. (b) The Amendment has been duly executed Agreement (as amended by this Amendment) and delivered by the Borrower. The Amendment constitutes other Loan Documents constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms by Administrative Agent and the Banks against Borrower, and Borrower expressly reaffirms each of its terms, except to obligations under the extent the enforceability thereof may be limited Agreement (as amended by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at lawthis Amendment) and implied covenants each of good faith the other Loan Documents, including, without limitation, the Borrower's Liabilities. Borrower further expressly acknowledges and fair dealing.agrees that Administrative Agent has a valid, duly perfected, first priority and fully enforceable security interest in and lien against each item of Collateral except as otherwise set forth in the Agreement. Borrower agrees that it shall not dispute the validity or enforceability of the Agreement (as it was stated before and after this Amendment) or any of the other Loan Documents or any of its respective obligations thereunder, or the validity, priority, enforceability or extent of Administrative Agent's security interest in or lien against any item of Collateral, in any judicial, administrative or other proceeding; (c) No approval, consent, exemptionorder, authorizationqualification, validation, license, approval or authorization of, or filing, recording, registration or declaration with, or other action by, or notice to, or filing within respect of, any Governmental Authority governmental body, authority, bureau or any agency or other Person is necessary or required in connection with the execution, delivery or performance byof, or enforcement againstthe legality, the Borrower of validity, binding effect or enforceability of, this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Amendment; and (d) After giving effect to this AmendmentThe execution, the representations delivery and warranties contained in each performance of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment by Borrower does not and (ii) will not violate any Credit Extension made law, governmental regulation, judgment, order or decree applicable to Borrower and does not and will not violate the provisions of, or constitute a default or any event of default under, or result in connection herewiththe creation of any security interest or lien upon any property of Borrower pursuant to, any indenture, mortgage, instrument, contract, agreement or other undertaking to which Borrower is a party or is subject or by which Borrower or any of its real or personal property may be bound.

Representations and Warranties of the Borrower. The Subject to Section 5.2, the Borrower represents and warrants as follows: (a1) The executionBorrower is a corporation duly organized, delivery validly existing and performance by in good standing under the Borrower laws of the Amendment jurisdiction in which it is organized, has been duly authorized by all necessary requisite corporate power and authority to conduct its business, to own its properties and assets as it is now conducted and as proposed to be conducted and is qualified or other organizational action and does licensed to do business as a foreign corporation in good standing in all jurisdictions in which the conduct of business requires it to so qualify or be licensed except where the failure to be so qualified or licensed or in good standing would not reasonably be expected to have a Material Adverse Effect. (a2) contravene the terms Each of the Borrower’s Organization Documents; (b) conflict with or result 's Subsidiaries is duly organized, validly existing and in any breach or contravention good standing under the laws of (i) any Contractual Obligation its jurisdiction of organization, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to which the Borrower is party or (ii) any ordercarry on its business as now conducted, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable except to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has execution, delivery and performance by the Borrower of this Agreement, the Notes and any Application, including the Borrower's use of the proceeds thereof, are within the Borrower's corporate powers, have been duly executed authorized by all necessary corporate action, and delivered do not contravene (i) the Borrower's charter or by-laws or (ii) law (including, without limitation, Regulations G, T, U and X issued by the Board of Governors of the Federal Reserve Board) or any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement, the Notes and any Application, except such as have been obtained. The Amendment constitutes Borrower and its Subsidiaries are in compliance with all applicable laws, ordinances, rules, regulations, orders and requirements of government authorities the failure to comply with which would have a Material Adverse Effect, except where the necessity of compliance therewith is being contested in good faith by appropriate proceedings. (d) This Agreement is, and each of the Notes and Applications (if any) when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (ce) No approvalThere has been no material adverse change in the financial condition or operations of the Borrower and its Subsidiaries, consenttaken as a whole, exemptionfrom that shown by its combined financial statements as at, authorizationand for the twelve months ended, December 31, 1995. (f) There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary the reasonably anticipated outcome of which would materially and adversely affect the ability of the Borrower to perform its obligations under this Agreement or any Note or which purports to affect the legality, validity or enforceability of this Agreement or any Note. (g) After giving effect to each Loan, not more than 25% of the value of the property and assets of the Borrower, either individually or on a consolidated basis consists of margin stock (as defined in the Regulations issued by the Board of Governors of the Federal Reserve Board). (h) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, except in compliance with Regulations G, T, U and X issued by the Board of Governors of the Federal Reserve Board. (i) Neither the Borrower nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940. (j) The Borrower and each Subsidiary have filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or other action byprovided adequate reserves for payment thereof. (k) In the ordinary course of its business, or notice tothe Borrower conducts an ongoing review of the effect of Environmental Laws on the operations and properties of the Borrower, or filing within the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any Governmental Authority capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any other Person is necessary or required liabilities in connection with off-site deposit of Hazardous Substances or wastes, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the executionlevel of or change in the nature of operations conducted thereat and any actual or potential liabilities to third parties, delivery or performance byincluding employees, or enforcement againstand any related costs and expenses). On the basis of this review, the Borrower has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to cause a material adverse change in the financial condition or results of operations of the Borrower from that shown on its combined financial statements as at, and for the nine month period ended, September 30, 1996. (1) The combined balance sheet of Primex and its Consolidated Subsidiaries as of December 31, 1995 and the related combined statements of income and cash flow for the fiscal year then ended, reported on by KPMG Peat Marwick LLP and set forth in the Form 10 of Primex, a copy of which has been delivered to each of the Banks, fairly present, in conformity with GAAP, the combined financial position of Primex and its Consolidated Subsidiaries as of such date and their combined results of operations and cash flows for such fiscal year. (2) The unaudited combined balance sheet of Primex and its Consolidated Subsidiaries as of September 30, 1996 and the related unaudited combined statements of income and cash flow for the nine months then ended, set forth in the Form 10 of Primex, a copy of which has been delivered to each of the Banks, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (l)(1) of this Amendment Article 5, the combined financial position of Primex and its Consolidated Subsidiaries as of such date and their combined results of operations and cash flows for such nine month period (other than subject to normal year-end adjustments). (a3) Except as have already disclosed in the Borrower's most recent Form 10, Form 10-K or Form 10-Q, as the case may be, since December 31, 1995, there has been obtained no material adverse change in the financial position or results of operations of the Borrower and are in full force and effectits Subsidiaries, considered as a whole. (m) Subject to the last sentence of this Section 4.2(m), (bi) filings no ERISA Event has occurred or is reasonably likely to perfect security interests granted pursuant occur with respect to the Amendment Borrower, (ii) there was no Insufficiency with respect to any Plan and (ciii) approvalseach of the Borrower and each ERISA Affiliate is in compliance in all respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. Notwithstanding the foregoing, consentsthis Section 4.2(m) shall be deemed true and correct unless such ERISA Event, exemptions, authorizations, Insufficiency or other actions, notices non-compliance alone or filings in the failure to procure which would not aggregate is reasonably be expected likely to have a Material Adverse Effect). (dn) After giving effect All information heretofore furnished by the Borrower to the Agent or any Bank for purposes of or in connection with this AmendmentAgreement or any transaction contemplated hereby (other than projections, assumptions, estimates or predictions), including but not limited to the representations Information Statement, is and warranties contained all such information hereafter furnished by the Borrower to any Bank (other than projections, assumptions, estimates or predictions) will be, in each of case as modified or supplemented by the Credit Documents are other information so furnished, true and correct accurate in all material respects on and the date as of which such information is stated or certified. The Borrower has disclosed to the date hereof as though made on Banks in writing any and as of such date except all facts which materially and adversely affect or may affect (to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respectsthe Borrower can now reasonably foresee), and except that the representations and warranties contained in Section 6.05 business, operations or financial condition of the Credit Agreement shall be deemed to refer to Borrower and its Subsidiaries, taken as a whole, or the most recent financial statements furnished pursuant to Section 7.01(a) and (b) ability of the Credit Agreement and Borrower to the date of such financial statementsperform its obligations under this Agreement, it being understood that facts do not include projections, estimates, assumptions or predictions. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Agent and the Banks as of the date hereof as follows: (a) The execution, execution and delivery of this Amendment and the performance by the Borrower of the Amendment has its obligations hereunder are within Borrower's powers and authority, have been duly authorized by all necessary corporate or other organizational action and does do not (a) and will not contravene the terms of the Borrower’s Organization Documents; (b) or conflict with the Certificate of Incorporation or result in any breach or contravention By-laws of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse EffectBorrower. (b) The Amendment has been duly executed Agreement (as amended by this Amendment) and delivered by the Borrower. The Amendment constitutes Other Agreements constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms by Agent and the Banks against Borrower, and Borrower expressly reaffirms each of its terms, except to obligations under the extent the enforceability thereof may be limited Agreement (as amended by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at lawthis Amendment) and implied covenants each of good faith the Other Agreements, including, without limitation, Borrower's Liabilities. Borrower further expressly acknowledges and fair dealing.agrees that Agent has a valid, duly perfected, first priority and fully enforceable security interest in and lien against each item of Collateral except as otherwise set forth in the Agreement. Borrower agrees that it shall not dispute the validity or enforceability of the Agreement (as it was stated before and after this Amendment) or any of the Other Agreements or any of its respective obligations thereunder, or the validity, priority, enforceability or extent of Agent's security interest in or lien against any item of Collateral, in any judicial, administrative or other proceeding; (c) No approval, consent, exemptionorder, authorizationqualification, validation, license, approval or authorization of, or filing, recording, registration or declaration with, or other action by, or notice to, or filing within respect of, any Governmental Authority governmental body, authority, bureau or any agency or other Person is necessary or required in connection with the execution, delivery or performance byof, or enforcement againstthe legality, the Borrower of validity, binding effect or enforceability of, this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Amendment; and (d) After giving effect to this AmendmentThe execution, the representations delivery and warranties contained in each performance of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment by Borrower does not and (ii) will not violate any Credit Extension made law, governmental regulation, judgment, order or decree applicable to Borrower and does not and will not violate the provisions of, or constitute a default or any event of default under, or result in connection herewiththe creation of any security interest or lien upon any property of Borrower pursuant to, any indenture, mortgage, instrument, contract, agreement or other undertaking to which Borrower is a party or is subject or by which Borrower or any of its real or personal property may be bound.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which is a corporation duly organized, validly existing and in good standing under the Borrower is party or laws of the State of Delaware, (ii) any order, injunction, writ is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or decree of any Governmental Authority leases property or any arbitral award to in which the Borrower conduct of its business requires it to so qualify or its Property is subject; (c) result in be licensed except where the creation of any Lien (other than Permitted Liens); failure to so qualify or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as be licensed would not reasonably be expected have a Material Adverse Effect and (iii) has all the requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted except where the failure to do so would not have a Material Adverse Effect. (b) The Amendment has execution, delivery and performance by the Borrower of the Basic Documents, and the consummation of the transactions contemplated hereby (including, without limitation, the Acquisition), are within the Borrower's corporate powers, have been duly executed authorized by all necessary corporate action, and delivered do not (i) contravene the Borrower's certificate of incorporation or by-laws, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower or any of its Subsidiaries or any of their properties, except if such conflict, breach or default would not have a Material Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or its Subsidiaries. The Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, except for such violation or breach which would not have a Material Adverse Effect. (c) Except as have been obtained (or, with respect to the Acquisition and the Acquisition Documents at any time prior to the making of the initial Loan, as have been or will be sought within the applicable time periods), no Credit Agreement ---------------- authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery and performance by the Borrower. The Amendment constitutes Borrower of the Basic Documents, or for consummation of the transactions contemplated hereby, except and to the extent that either (x) any failure to obtain such authorization, approval or other action would not have a Material Adverse Effect or (y) with respect only to the Acquisition and the Acquisition Documents, the waiver by the Borrower of receipt of such authorization, approval or other action would constitute a Permitted Modification, or (ii) the consummation of the Acquisition. (d) Each of the Loan Documents is, and the Notes when delivered hereunder will be, legal, valid and binding obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (ce) The Borrower has heretofore furnished to each of the Lenders consolidated balance sheets of the Borrower and its Subsidiaries as at December 29, 1995 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Xxxxxx Xxxxxxxx LLP. All such financial statements are complete and correct and fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at said date and the consolidated results of their operations for the fiscal year ended on said date, all in accordance with GAAP. Since December 29, 1995, there has been no Material Adverse Change. (f) No approvalinformation, consent, exemption, authorization, exhibit or other action by, report furnished by or notice to, or filing with, any Governmental Authority on behalf of the Borrower to the Administrative Agent or any other Person is necessary or required Lender in connection with the executionAcquisition or the execution of the Loan Documents contained any untrue statement (in light of the time such statements were made) of a material fact or omitted to state a material fact necessary to make the statements made therein taken as a whole, delivery in the light of the circumstances under and the time at which they were made, not misleading, provided that the -------- representations and warranties set forth in this Section 5.01(f) are, to the extent relating to information relating to the Target or performance byany of its Subsidiaries, to the best of the Borrower's knowledge. Credit Agreement ---------------- (g) There is no pending or enforcement against, threatened action or proceeding affecting the Borrower or any of this Amendment its Subsidiaries before any court, governmental agency or arbitrator which (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not is reasonably be expected likely to have a Material Adverse Effect), (ii) is reasonably likely to materially adversely affect the consummation of the Acquisition or (iii) purports to affect this Agreement or the transactions contemplated hereby. (dh) After giving effect No ERISA Event has occurred or is reasonably expected to this Amendment, the representations and warranties contained occur with respect to any Plan that has resulted or could reasonably be expected to result in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except a liability to the extent that such representations and warranties specifically refer to an earlier date, Borrower or its ERISA Affiliates in which case they shall be true and correct in all material respects on and as excess of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements$5,000,000. (ei) No Default Neither the Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that it has incurred any Withdrawal Liability, and neither the Borrower nor any of its ERISA Affiliates, to the best of the Borrower's knowledge and belief, is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan, in each case other than any Withdrawal Liability that would not have a Material Adverse Effect. (j) Neither the Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or Event has been terminated, within the meaning of Default shall exist immediately prior Title IV of ERISA, except where such reorganization or termination would not have a Material Adverse Effect. (k) The Borrower and each of its Subsidiaries have filed, have caused to be filed or have been included in all tax returns (federal, state, local and foreign) required to be filed and have paid (or have accrued any taxes shown that are not due with the filing of such returns) all taxes shown thereon to be due, together with applicable interest and penalties, except in any case where the failure to file any such return or pay any such tax is not in any respect material to the Borrower or the Borrower and its Subsidiaries taken as a whole. (l) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, no proceeds of any Loan will be used for any purpose that violates the provisions of the regulations of the Board of Governors of the Federal Reserve System and after giving effect applying the proceeds of each Loan, the Borrower is in Credit Agreement ---------------- compliance with its obligations under Section 6.02(g). If requested by any Lender or the Administrative Agent, the Borrower will furnish to (i) this Amendment the Administrative Agent and (ii) any Credit Extension each Lender a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U, the statements made in connection herewith.which shall be such, in the opinion of each Lender, as to permit the transactions contemplated hereby in accordance with Regulation U.

Representations and Warranties of the Borrower. The To induce the Lenders party hereto to execute and deliver this Amendment Agreement, the Borrower represents and warrants to each of the Lenders and the Existing Agent as followsof the Amendment Agreement Effective Date that: (a1) The the execution, delivery and performance by the Borrower of this Amendment Agreement (i) are within the Amendment has Borrower’s corporate power and have been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of legal actions required to be obtained by the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) does not violate (A) any orderprovision of law, injunctionstatute, writ rule or decree regulation applicable to the Borrower, (B) the certificate or articles of incorporation or other constitutive documents or by-laws of the Borrower or (C) any applicable order of any court or any law, rule, regulation or order of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower Borrower; and (iii) requires no action, consent or approval of, registration or filing with or any other action by any Governmental Authority, except for those as have been obtained or will be obtained on or before the AmendmentAmendment Agreement Effective Date, except, except in the case of clause clauses (bii) or and (d) onlyiii), as would not reasonably be expected to have result in a Material Adverse Effect.; and (b2) The this Amendment Agreement has been duly executed and delivered by the Borrower and constitutes, when executed and delivered by the Borrower. The Amendment constitutes , a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except subject to (i) the extent the enforceability thereof may be limited by applicable Debtor Relief Laws effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally and by equitable generally, (ii) general principles of law equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which is a corporation duly organized, validly existing and in good standing under the Borrower is party or laws of the State of Minnesota, (ii) has all corporate powers and authority required to carry on its business as now conducted and (iii) has all licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where the failure to have any ordersuch license, injunctionauthorization, writ consent or decree approval could not reasonably be expected to have a Material Adverse Effect. Each of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and each Significant Subsidiary is duly qualified as a foreign corporation, licensed and in good standing in each jurisdiction where qualification or licensing is required by the Amendmentnature of its business or the character and location of its property, exceptbusiness or customers, where the failure to be so qualified, licensed and/or in the case of clause (b) or (d) only, as would not good standing could reasonably be expected to have a Material Adverse Effect. (b) The Amendment execution, delivery and performance by the Borrower of this Agreement and the Revolving Credit Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower’s charter or by-laws, (ii) violate any law, rule, regulation, order, writ, judgment, decree, determination or award applicable to the Borrower if such violation could reasonably be expected to have a Material Adverse Effect or (iii) violate or constitute a default under any contractual restriction binding on or affecting the Borrower if such violation or default could reasonably be expected to have a Material Adverse Effect or subject the Lenders, Agent or the Joint Lead Arrangers to liability. (c) No authorization or approval, and no notice to or filing with, any governmental authority or regulatory body or any other Person is required for the due execution, delivery and performance by the Borrower of this Agreement or the Revolving Credit Notes to be delivered by it, except for those that have been duly obtained, taken, given or made and are in full force and effect and except to the extent the failure to get any such authorization or approval or give any such notice or make any such filing could not be reasonably expected to have a Material Adverse Effect. (d) This Agreement has been been, and each of the Revolving Credit Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. The Amendment constitutes This Agreement is, and each of the Revolving Credit Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except subject to (i) the extent the enforceability thereof may be limited by effect of any applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by equitable generally, (ii) the effect of general principles of law equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law) and (iii) an implied covenants covenant of good faith and fair dealing. (ce) No approvalExcept as disclosed on Schedule 4.01(e), consent(i) the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, exemption2017, authorizationand the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and (ii) the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2018, which set forth the financial condition of the Borrower and is Subsidiaries, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer or other action bychief accounting officer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects, subject, in the case of said balance sheet as at March 31, 2018, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments and the absence of certain notes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Except as otherwise disclosed in the Public Filings, since December 31, 2017, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or notice toproceeding, or filing withincluding, without limitation, under any Governmental Authority Environmental Law, affecting the Borrower or any other Person is necessary of its Subsidiaries before any court, governmental agency or required arbitrator that (i) except as disclosed in connection with the executionPublic Filings, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could be reasonably be expected likely to have a Material Adverse Effect), and there shall have been no additional claim made in respect of any action, suit, investigation, litigation or proceeding disclosed in the Public Filings that could be reasonably likely to have a Material Adverse Effect (except if such additional claim is disclosed in the Public Filings) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Revolving Credit Note or the consummation of the transactions contemplated hereby. (di) After giving effect The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock that would result in or otherwise cause a violation of Regulation U with respect to any extensions of credit made by a Lender under this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsAgreement. (eii) No Default The Borrower will not use the proceeds of any Revolving Credit Advance in any manner that would result in or Event otherwise cause of Default shall exist immediately prior violation of Regulation U with respect to and any extensions of credit made by a Lender under this Agreement. (h) The Borrower is not and, after giving effect to any Revolving Credit Advance, will not be, an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended. (i) this Amendment and None of the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower, any director or executive officer is: (iii) the target of any Credit Extension made in connection herewith.sanctions administered or enforced by the OFAC, the U.S. Department of State, the European Union, or Her Majesty’s Treasury (collectively,

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as followsto the Lenders that: (a) To the Borrower’s Knowledge, no Default or Event of Default (other than the Loan Specified Defaults) exists under the Loan Agreement as of the date hereof. (b) There are no Liens against any material portion of the assets of the Borrower and its subsidiaries other than (i) the Liens granted to the Trustee in connection with the Indenture, (ii) the Liens granted under the Loan Agreement, and (iii) customary permitted Liens granted in the ordinary course. (c) The Borrower has paid all taxes, assessments, governmental charges and levies imposed on it or any material portion of its properties and all claims or demands of any kind which, if not paid, could result in the creation of a Lien on a material portion of its property, other than any such taxes, assessments, governmental charges or levies being contested in good faith by appropriate proceedings. (d) The execution, delivery and performance by the Borrower and the other Loan Parties of the this Amendment has been duly authorized by all necessary corporate or other organizational action action, and does do not and will not: (ai) contravene the terms of the Borrowerany of such Person’s Organization Documentsorganizational documents; (bii) conflict with or result in any breach or contravention of, or result in or require the creation of any Lien, or require any payment by the Borrower to be made under (iA) any Contractual Obligation contractual obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its subsidiaries or (iiB) any order, injunction, writ or decree of any Governmental Authority governmental authority or any arbitral award to which the Borrower or any material portion of its Property property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (diii) violate any Law applicable to the Borrower and the Amendment, except, law in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrowerany material respect. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority governmental authority or any other Person is necessary or required on the part of the Borrower or the other Loan Parties in connection with the execution, delivery or performance by, or enforcement against, against the Borrower of this Amendment (or the other than (a) as have already been obtained and are in full force and effectLoan Parties of, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, other than the representations filing of any uniform commercial code financing statements or amendments thereto and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsany filings required under federal securities laws. (e) No Default The only deposit, checking, brokerage, securities or Event other similar accounts maintained by the Borrower and the other Loan Parties, and their respective balances as of Default shall exist immediately prior to the Amendment Effective Date, are those listed on Exhibit A hereto. (f) The Borrower’s cash balance as of the Amendment Effective Date is at least $45,000,000. (g) The Borrower owns all of the intellectual property (including without limitation patent registrations, trademarks, domain names, trade names, copyright registrations or any equivalent thereof) (“Intellectual Property”) listed on Exhibit B hereto and after giving effect to (i) this Amendment and (ii) does not own any Credit Extension made in connection herewithIntellectual Property that is not so listed.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by the Borrower of this Amendment, the Amendment has Credit Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not contravene (ai) contravene the terms of the Borrower’s Organization Documents; (b) conflict with charter or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party by-laws or (ii) any order, injunction, writ or decree of any Governmental Authority law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; Borrower. (c) result in No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the creation due execution, delivery or performance by the Borrower of any Lien (other than Permitted Liens); this Amendment or the Credit Agreement. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes and the Credit Agreement are the legal, valid and binding obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except to the extent the that such enforceability thereof may be limited by any applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant may be subject to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each discretion of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except courts with respect to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as granting of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement equitable remedies and to the date power of such financial statementscourts to stay proceedings for the execution of judgments. (e) No Default There is no action, suit, litigation or Event proceeding affecting the Borrower or any of Default shall exist immediately prior its Subsidiaries, including any Environmental Action, pending or, to and the best of the Borrower’s knowledge after giving effect to reasonable investigation, overtly threatened, before any court, governmental agency or arbitrator that (i) this Amendment is reasonably likely to be determined adversely, and if determined adversely, would have a Material Adverse Effect or (ii) any purports to affect adversely the legality, validity or enforceability of this Amendment, the Credit Extension made in connection herewithAgreement or the consummation of the transactions contemplated hereby and thereby. (f) Since December 31, 2014, there has been no Material Adverse Change.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of the this First Amendment has have been duly authorized by all necessary corporate or other organizational action and does do not and will not (ai) contravene the terms require any consent or approval of the Borrower’s Organization Documents's shareholders; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) violate any provisions of the charter or by-laws of the Borrower or any of its Subsidiaries; (iii) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, writ decree, determination or decree of any Governmental Authority award presently in effect having applicability to and binding upon the Borrower or any arbitral award if its Subsidiaries, except where such violation or failure to which file could not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of the Borrower or such Subsidiaries or the ability of the Borrower to perform its obligations with respect to this First Amendment or the Credit Agreement, as amended; or (iv) result in a breach of, cause a lien to arise under, or constitute a default or require any consent under, any indenture or loan or credit agreement or any other agreement of the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); Subsidiaries, except where such breach, default or (d) violate any Law applicable failure to the Borrower and the Amendment, except, in the case of clause (b) obtain consent or (d) only, as approval would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise) of the Borrower or its Subsidiaries or the ability of the Borrower to perform its obligations with respect to this First Amendment or the Credit Agreement, as amended. (b) The This First Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes Credit Agreement, as amended, constitute the legal, valid and binding obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except to the extent the enforceability thereof that such enforcement may be limited by applicable Debtor Relief Laws bankruptcy, insolvency and other similar laws affecting creditors’ ' rights generally and by equitable general principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealingequity. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the The representations and warranties contained in each Section 4 of the Credit Documents Agreement are true true, correct and correct complete in all material respects on and as of the date hereof of such certificate as though made on and as of such date except those that by their terms specifically relate only to another date. (d) No Event of Default or Default has occurred and is continuing or would result from the extent that such representations execution and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as delivery of such earlier date (provided that representations and warranties that are qualified by materiality this First Amendment or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementstransactions contemplated hereby. (e) No Default There has been no material adverse change in the condition (financial or Event otherwise) of Default shall exist immediately prior the Borrower or the ability of the Borrower to and after giving effect perform its obligations with respect to (i) the Credit Agreement as amended by this First Amendment and (ii) any Credit Extension made in connection herewithsince the date of the last financial statements furnished to the Bank.

Representations and Warranties of the Borrower. The To induce the Lenders to execute this Agreement and perform the obligations of the Lenders hereunder, the Borrower hereby represents and warrants to the Lenders as follows: (a) The Borrower has fee simple title to the Real Estate, subject only to the applicable Permitted Exceptions. (b) No litigation or proceedings are pending, or to the best of the Borrower's knowledge are threatened, against the Borrower or any Affiliate of the Borrower (i) which might affect the validity or priority of the liens of the Deed of Trust, (ii) which might materially affect the ability of the Borrower or the Guarantor to perform its respective obligations pursuant to and as contemplated by the terms and provisions of this Agreement and the other Loan Documents, or (iii) which might materially affect the operations or financial condition of the Borrower or the Guarantor. Without limitation of the foregoing, there are no pending or, to the best of the Borrower's knowledge, threatened proceedings or actions to revoke, attack, invalidate, rescind, or modify the zoning of the Project or any part thereof, or any building or other permits heretofore issued with respect thereto, or asserting that such zoning or permits do not permit the construction of the Project. (c) There are no pending civil (including actions by private parties), criminal, or administrative proceedings affecting the Project relating to environmental matters ("Environmental Proceedings") and the Borrower has no knowledge of any threatened Environmental Proceedings or any facts or circumstances which may give rise to any future Environmental Proceedings. (d) The factual matters upon which the opinion of counsel required by Section 6.1(b)(5) of this Agreement are predicated, are true in all respects. (e) The execution, delivery and performance by of this Agreement and the Borrower other Loan Documents have not constituted (and will not, upon the giving of the Amendment has been duly authorized by all necessary corporate notice or other organizational action and does not (alapse of time or both, constitute) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any a breach or contravention of (i) default under any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award other agreement to which the Borrower or its Property the Guarantor is subject; (c) result in the creation a party or may be bound or affected, or a violation of any Lien (other than Permitted Liens); Law which may affect the Project, any part thereof, any interest therein, or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effectuse thereof. (bf) The Amendment has been duly executed Borrower and delivered by its agents have not entered into any leases or other arrangements for occupancy of space within the BorrowerProject, other than the MeadWestvaco Lease furnished to the Administrative Agent. The Amendment constitutes legal, valid and binding obligations MeadWestvaco Lease demises the entire leasable space of the Borrower, enforceable against the Borrower in accordance with its terms, except Project to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement Tenant. The MeadWestvaco Lease is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings free from any default by the Borrower or the Tenant, and is binding and fully enforceable in accordance with its terms upon the Borrower and the Tenant. No other lease of space within the Project exists or is contemplated and no other lease of space within the Project shall be executed or otherwise committed to perfect security interests granted pursuant to by the Amendment Borrower unless it has first been approved in form and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings substance by the failure to procure which would not reasonably be expected to have a Material Adverse Effect)Administrative Agent. (dg) After giving effect No condemnation of any portion of the Project and no denial of access to the Project from any point of access thereto, has commenced or, to the best of the Borrower's knowledge, is contemplated by any Governmental Authority. (h) The amounts set forth in the Budget attached hereto as Exhibit F, as amended from time to time in accordance with this Agreement, present a true, full and complete itemization by category of all costs, expenses and fees which the Borrower expects after all due inquiry and diligence will be required to be paid to complete the Construction of the Project. (i) All financial statements furnished to the Administrative Agent or the Lenders by the Borrower, any Affiliate of the Borrower, or the Guarantor are true, correct and complete in all material respects as of the date thereof and all other information previously furnished by the Borrower, any Affiliate of the Borrower, or the Guarantor to the Administrative Agent or the Lenders in connection with the Loan are true, complete and correct in all material respects and do not fail to state any material fact necessary to make the statements made not misleading. (j) No material adverse change in the operations or financial condition of the Borrower or the Guarantor has occurred since the date of the most recent financial statement provided by such entities. (k) The construction of the Project will not violate (i) any Law (including subdivision, zoning, building, environmental protection and wetlands protection Laws), or (ii) any building permits, restrictions of record, or any agreement affecting the Project or any part thereof. Neither the zoning nor any other right to construct or to use the Project is to any extent dependent upon or related to any other real estate. Without limiting the generality of the foregoing, all consents, licenses and permits and all other authorizations or approvals (collectively, "Governmental Approvals") required to complete the Construction of the Project in accordance with the Plans and Specifications have been obtained or will be obtained and the Borrower knows of no reason that would delay the issuance of such Governmental Approvals; all Construction of the Project will be performed in accordance in all material respects with the Plans and Specifications, all Laws and the Governmental Approvals, and all Laws relating to the Construction of the Project and operation of the Project shall comply with and all permits and licenses required for the operation of the Project which cannot be obtained until Construction of the Project is completed can be obtained if the Project is completed in accordance with the Plans and Specifications. (l) The Project will have water and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of appropriate access between the Project and public streets; to the best of the Borrower's knowledge none of the foregoing will be delayed or impeded by virtue of any requirements under any applicable Laws including environmental protection or control Laws so that the Construction of the Project could not be completed by the Scheduled Completion Date; that upon completion of the Construction of the Project, the Borrower shall have taken all reasonable actions to cause all of the foregoing to comply with all applicable Laws including environmental protection or control Laws. (m) No brokerage fees or commissions except those payable to SunTrust Bank's Commercial Mortgage Finance Group by the Borrower in connection with the issuance of the Principal Application are payable by or to any person in connection with this Agreement or the Loan to be disbursed hereunder. (n) When completed in accordance with the Plans and Specifications, no Improvements comprising the Project will encroach upon any building line, setback line, side yard line, or any recorded or visible easement (or other easement of which the Borrower has knowledge with respect to the Project), except as expressly permitted by the applicable Governmental Authority or as otherwise approved by Administrative Agent. Borrower shall have received all necessary and appropriate Governmental Approvals, easements and licenses required prior to constructing any overhangs or other structures which encroach upon or over setback restrictions, sidewalks or rights of way. (o) For all purposes the Project may be mortgaged, conveyed, and otherwise dealt with as an independent parcel. (p) The Loan is not being made for the purpose of purchasing or carrying "margin stock" within the meaning of Regulation T, U, or X issued by the Board of Governors of the Federal Reserve System, as at any time amended, and the Borrower agrees to execute all instruments necessary to comply with all the requirements of Regulation U of the Federal Reserve System, as at any time amended. (q) The assets of the Borrower are not "plan assets" of any employee benefit plan within the meaning of the Regulations set forth at 29 C.F.R. Section 2510.3-101. (i) The Project is in a clean, safe and healthful condition, and, except for materials used in the ordinary course of construction, maintenance and operation of the Project is free of all Hazardous Material; (ii) the Borrower and, to the best knowledge of the Borrower, no other person or entity, has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under, at or in a manner to affect the Project, or any part thereof, except for materials used in the ordinary course of construction, maintenance and operation of the Project, and the Project has never been used (whether by the Borrower or, to the best knowledge of the Borrower, by any other person or entity) for any activities involving, directly or indirectly, the use, generation, treatment, storage, transportation, or disposal of any Hazardous Material, except for materials used in the ordinary course of construction, maintenance and operation of the Project; (iii) neither the Project nor the Borrower is subject to any existing, pending, or, to the best of the Borrower's knowledge, threatened investigation or inquiry by any Governmental Authority, and the Project is not subject to any remedial obligations under any applicable Laws pertaining to health or the environment; and (iv) to the best of the Borrower's knowledge, there are no underground tanks, vessels, or similar facilities for the storage, containment or accumulation of Hazardous Materials of any sort on or affecting the Project. Notwithstanding the foregoing, Borrower and Lenders are aware that the Phase I Environmental Site Assessment, dated April 6, 2007, prepared by APEX Companies, LLC, discloses that past historical uses of the site indicate the possible presence of certain Hazardous Materials as disclosed therein, as well as the possible presence of underground storage tanks. Borrower has engaged Xxxxxx Xxxx Associates to further evaluate the environmental condition of the Project during excavation and Xxxxxx Xxxx Associates has concluded in its letter dated July 13, 2007 to the Borrower that further studies of the subsurface conditions at the Project are not warranted. (s) The Principal Application is in full force and effect. The Borrower has to this Amendmentdate fulfilled and performed and shall hereafter fulfill and perform each and every requirement then capable of performance. The Borrower has not received any notice that any condition thereunder must be performed which has not been timely performed. There exists no cause under the Principal Application to terminate the financing contemplated thereunder, or which could lead, after the representations giving of notice and warranties contained in each passage of time, to the termination by Principal of the Credit Documents Principal Application. (t) No Default or Event of Default has occurred and is continuing. (u) The Borrower does not use any trade name other than its actual name set forth herein. The principal place of business of the Borrower is as stated in the Recitals to this Agreement. (v) The Borrower is not a "foreign person" within the meaning of Sections 1445 or 7701 of the Internal Revenue Code. (w) All statements set forth in the Recitals are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of this Agreement, the Amendment has Notes and each other Loan Document to which it is a party, and the consummation of the transactions contemplated hereby or thereby are within the Borrower's corporate powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not (ai) contravene the terms Borrower's charter or bylaws, (ii) violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award, the consequences of the Borrower’s Organization Documents; which would be likely to have a Material Adverse Effect, (biii) conflict with or result in the breach of, or constitute a default under, any breach loan agreement, indenture, mortgage, deed of trust, lease or contravention other instrument in each case involving Debt obligations of (i) any Contractual Obligation to which the Borrower is party AND/OR its parent company and its Subsidiaries of One Million and 00/100 Dollars ($1,000,000.00) or more or (iiiv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower AND/OR its parent company and its Subsidiaries, other than Liens permitted by Section 6.2 or Liens arising under the Loan Documents. None of the Borrower AND/OR its parent company or its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, writ decree, determination or decree award or in breach of any Governmental Authority such contract, loan agreement, indenture, mortgage, deed of trust, lease or any arbitral award to other instrument, the violation or breach of which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected likely to have a Material Adverse Effect. (b) The Amendment This Agreement has been been, and each of the Notes and each other Loan Document when delivered hereunder will have been, duly executed and delivered by the Borrower. The Amendment constitutes This Agreement is, and each of the Notes and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, terms except to the extent the as enforceability thereof may be limited by applicable Debtor Relief Laws affecting bankruptcy, insolvency, reorganization, moratorium or other laws relating to or limiting creditors’ ' rights generally and or by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealinggenerally. (c) No approvalThere is no action, consentsuit, exemptioninvestigation, authorizationlitigation or proceeding affecting the Borrower, or other action by, or notice to, or filing with, any Governmental Authority its parent company or any of its Subsidiaries pending or, to the best of its knowledge, threatened before any court, governmental agency or arbitrator that would be likely to have a Material Adverse Effect or (ii) would be likely to materially adversely affect the legality, validity or enforceability of this Agreement and the other Person is necessary Loan Documents (taken as a whole) or required in connection with the execution, delivery or performance by, or enforcement againstconsummation of the transactions contemplated hereby. (d) The Borrower, the Borrower parent company and each of this Amendment (its Subsidiaries are in material compliance with all material laws and regulations relating to pollution and environmental control or employee safety in all domestic jurisdictions in which the Borrower, its parent company and its Subsidiaries are presently doing business, other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to those the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure non-compliance with which would not reasonably be expected likely to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents to the Administrative Agent and warrants as followsthe Lenders that: (a) The execution, delivery No Default or Event of Default has occurred and performance by the Borrower is continuing on and as of the Second Amendment has been duly authorized by all necessary corporate or other organizational action Effective Date. The representations and does not (a) contravene the terms warranties of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, each other Loan Party contained in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations Article V of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority Credit Agreement or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents Loan Document are true and correct in all material respects on and as of the date hereof as though made on and as of such date Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects)date, and except that for purposes of this Section 2(a), the representations and warranties contained in Section 6.05 Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(aSections 6.01(a) and (b) of the Credit Agreement and Agreement, respectively; provided that, to the date of extent such financial statementsrepresentations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, such representations and warranties shall be true and correct in all respects. (eb) No Default The execution, delivery and performance by the Borrower of this Second Amendment is within the Borrower’s corporate or Event other organizational powers, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of Default shall exist immediately prior the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of, or require any payment to and after giving effect to be made under (i) this Amendment and any Contractual Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; (c) violate any Law; or (d) result in the creation of any Lien other than a Lien expressly permitted under Section 7.01 of the Credit Extension made Agreement, except with respect to any conflict, breach or contravention or payment referred to in connection herewithclause (b)(i), to the extent that such conflict, breach or contravention or payment could not reasonably be expected to have a Material Adverse Effect. (c) The Borrower has all requisite corporate or other organization power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Second Amendment. This Second Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity. (d) As of the Second Amendment Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

Representations and Warranties of the Borrower. The In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants as followsto the Lenders and Administrative Agent that the following statements are true, correct and complete: (ai) The the Borrower has the requisite power and authority to make, deliver and perform its obligations under this Amendment No. 1 and the Credit Agreement as amended by this Amendment No. 1 (the “Amended Agreement”, and together with this Amendment No. 1, the “Amendment Documents”); (ii) the execution, delivery and performance by the Borrower of the Amendment has Documents are within the Borrower’s partnership powers and have been duly authorized by all necessary corporate partnership or other organizational action on the part of the Borrower; (iii) the execution, delivery and does not performance of this Amendment No. 1 (a) contravene the terms of the Borrower’s Organization Documents; do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) conflict with will not violate any applicable law or result in any breach regulation or contravention the charter, by-laws or other organizational documents of (i) any Contractual Obligation to which the Parent Companies, the Borrower is party or (ii) any of its Subsidiaries or any order, injunction, writ judgment or decree of any Governmental Authority or Authority, except for any arbitral award to which the Borrower or its Property is subject; (c) result in the creation violation of any Lien (other than Permitted Liens); applicable law or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as regulation that would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approvalwill not violate or result in a default under any indenture, consent, exemption, authorization, agreement or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with instrument binding upon the execution, delivery or performance by, or enforcement againstParent Companies, the Borrower or any of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizationsits Subsidiaries or its assets, or other actionsgive rise to a right thereunder to require any payment to be made by the Parent Companies, notices the Borrower or filings the failure to procure which any of its Subsidiaries, except for any violation or default that would not reasonably be expected to have a Material Adverse Effect). , and (d) After giving effect to this Amendmentwill not result in the creation or imposition of any Lien on any asset of the Parent Companies, the Borrower or any of its Subsidiaries; (iv) each of the Amendment Documents has been duly executed and delivered by the Borrower and constitutes legal, valid and binding obligation of Borrower enforceable against the Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (v) the representations and warranties contained made or deemed made by the Borrower in each of the Credit Documents any Loan Document are true and correct in all material respects (other than any representation or warranty qualified as to “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects) on and as of the date hereof as though made on and as of such date Amendment Effective Date except to the extent that such representations and warranties specifically refer expressly relate solely to an earlier date, date (in which case they such representations and warranties shall be have been true and correct in all material respects on and (other than any representation or warranty qualified as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to “materiality”, “Material Adverse Effect Effect” or similar language, which shall be true and correct in all respects), ) on and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date as of such financial statements.earlier date); and (evi) No no Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) is continuing or will result from the consummation of the transactions contemplated by this Amendment and (ii) any Credit Extension made in connection herewithNo. 1.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to Administrative Agent and the Banks as of the date hereof as follows: (a) The execution, execution and delivery of this Amendment and the performance by the Borrower of its obligations hereunder are within the Amendment has Borrower's powers and authority, have been duly authorized by all necessary corporate or other organizational action and does do not (a) and will not contravene or conflict with the terms Certificate of Incorporation or By-laws of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect.; (b) The Amendment has been duly executed Agreement (as amended by this Amendment) and delivered by the Borrower. The Amendment constitutes other Loan Documents constitute legal, valid and binding obligations of enforceable in accordance with their terms by the Administrative Agent and the Banks against the Borrower, enforceable against and the Borrower in accordance with expressly reaffirms each of its terms, except to obligations under the extent the enforceability thereof may be limited Agreement (as amended by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at lawthis Amendment) and implied covenants each of good faith the other Loan Documents, including, without limitation, the Borrower's Obligations. The Borrower further expressly acknowledges and fair dealing.agrees that Administrative Agent has a valid, duly perfected, first priority and fully enforceable security interest in and lien against each item of Collateral except as otherwise set forth in the Agreement. The Borrower agrees that it shall not dispute the validity or enforceability of the Agreement (as it was stated before and after this Amendment) or any of the other Loan Documents or any of its respective obligations thereunder, or the validity, priority, enforceability or extent of Administrative Agent's security interest in or lien against any item of Collateral, in any judicial, administrative or other proceeding; (c) No approval, consent, exemptionorder, authorizationqualification, validation, license, approval or authorization of, or filing, recording, registration or declaration with, or other action by, or notice to, or filing within respect of, any Governmental Authority governmental body, authority, bureau or any agency or other Person is necessary or required in connection with the execution, delivery or performance byof, or enforcement againstthe legality, the Borrower of validity, binding effect or enforceability of, this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Amendment; and (d) After giving effect The execution, delivery and performance of this Amendment by the Borrower does not and will not violate any law, governmental regulation, judgment, order or decree applicable to this Amendmentthe Borrower and does not and will not violate the provisions of, or constitute a default or any event of default under, or result in the representations and warranties contained in each creation of any security interest or lien upon any property of the Credit Documents are true and correct in all material respects on and as Borrower pursuant to, any indenture, mortgage, instrument, contract, agreement or other undertaking to which the Borrower is a party or is subject or by which the Borrower or any of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall its real or personal property may be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsbound. (e) No Default The Borrower hereby acknowledges and agrees that there is no basis nor set of facts on which any amount (or Event any portion thereof) owed by the Borrower under the Loan Documents could be reduced, offset, waived, or forgiven, by rescission or otherwise; nor is there any claim, counterclaim, offset, or defense (or other right, remedy, or basis having a similar effect) available to the Borrower with regard thereto; nor is there any basis on which the terms and conditions of Default shall exist immediately prior any of the Obligations could be claimed to be other than as stated on the written instruments which evidence such Obligations. (f) The Borrower hereby acknowledges and after giving effect agrees that it has no offsets, defenses, claims, or counterclaims against the Administrative Agent or the Banks, or their respective parents, affiliates, predecessors, successors, or assigns, or their respective officers, directors, employees, attorneys, or representatives, with respect to (i) the Obligations, or otherwise, and that if the Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Administrative Agent or the Banks, or their respective parents, affiliates, predecessors, successors, or assigns, or their respective officers, directors, employees, attorneys, or representatives, whether known or unknown, at law or in equity, from the beginning of the world through this Amendment date and (ii) through the time of execution of this Amendment, all of them are hereby expressly WAIVED, and the Borrower hereby RELEASES the Administrative Agent and the Banks, and their respective officers, directors, employees, attorneys, representatives, affiliates, predecessors, successors, and assigns from any Credit Extension made in connection herewithliability therefor.

Representations and Warranties of the Borrower. The In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 2, the Borrower represents and warrants as followsto the Lenders and Administrative Agent that the following statements are true, correct and complete: (ai) The the execution, delivery and performance of this Amendment No. 2 and the Credit Agreement as amended by this Amendment No. 2 (the Borrower of “Amended Agreement”, and together with this Amendment No. 2, the “Amendment has Documents”) are within the Borrower’s partnership powers and have been duly authorized by all necessary corporate partnership or other organizational action on the part of the Borrower; (ii) the execution, delivery and does not performance of this Amendment No. 2 (a) contravene do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for such filings as may be required with the terms of the Borrower’s Organization Documents; SEC to comply with disclosure obligations, (b) conflict with will not violate any applicable law or result in any breach regulation or contravention the charter, by-laws or other organizational documents of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ of its Subsidiaries or decree the Parent Companies or any order of any Governmental Authority or Authority, except for any arbitral award to which the Borrower or its Property is subject; (c) result in the creation violation of any Lien (other than Permitted Liens); applicable law or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as regulation that would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approvalwill not violate or result in a default under any indenture, consent, exemption, authorizationagreement or other instrument binding upon the Borrower or any of its Subsidiaries or the Parent Companies or their assets, or other action by, or notice to, or filing with, give rise to a right thereunder to require any Governmental Authority payment to be made by the Borrower or any other Person is necessary of its Subsidiaries or required in connection with the executionParent Companies, delivery except for any violation or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which default that would not reasonably be expected to have a Material Adverse Effect). , and (d) After giving effect will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries or the Parent Companies; (iii) each of the Amendment Documents has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, subject to this Amendmentapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (iv) the representations and warranties contained made or deemed made by the Borrower in each of the Credit Documents any Loan Document are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date hereof as though made on and as of such date Amendment Effective Date (except to the extent that any such representations representation and warranties specifically refer warranty expressly relates to an earlier date, in which case they such representation and warranty shall be true and correct in all material respects on and (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respectsdate), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.; and (ev) No no Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) is continuing or will result from the consummation of the transactions contemplated by this Amendment and (ii) any Credit Extension made in connection herewithNo. 2.

Representations and Warranties of the Borrower. The Borrower represents and warrants to each of the Incremental Revolving Lenders and the Administrative Agent that as followsof the date hereof: (a) The the execution, delivery and performance by the Borrower of the this Amendment has have been duly authorized by all necessary corporate action and, if required, stockholder or other organizational similar action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower that this Amendment is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except subject to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by equitable subject to general principles of law (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law) and implied covenants of good faith and fair dealing.; (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, each of the representations and warranties contained in each of the Credit Documents are Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects on and (except that any representation or warranty which is already qualified as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or by reference to Material Adverse Effect shall be true and correct in all respects), ) on and except that as of the date hereof (other than representations and warranties contained that relate solely to an earlier date, in Section 6.05 of the Credit Agreement which case such representations and warranties shall be deemed true and correct in all material respects (except that any such representation or warranty which is already qualified as to refer materiality or by reference to the most recent financial statements furnished pursuant to Section 7.01(aMaterial Adverse Effect shall be true and correct in all respects) on and (b) of the Credit Agreement and to the date as of such financial statements.earlier date); (ec) No Default or Event of Default shall exist immediately prior to to, and after giving effect to (i) this Amendment and the Revolving Commitment Increase, no Default has occurred and is continuing; and (iid) any Credit Extension made the incurrence by the Borrower of the Indebtedness in connection herewiththe full amount of the Revolving Commitment Increase (and the securing thereof by the Collateral) is permitted by the Senior Note Documents.

Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as followsto the Administrative Agent and the Lenders that on the Closing Date: (a) The executionIt (i) is a limited liability company duly incorporated and validly existing under the laws of its jurisdiction of incorporation, delivery (ii) is duly qualified to do business in every other jurisdiction where the nature of its business requires it to be so qualified, unless the failure to so qualify would not reasonably be expected to have a Material Adverse Effect, and performance by the Borrower of the Amendment (iii) has been duly authorized by all necessary corporate or other organizational action organisational power and does not (a) contravene authority and all licences, authorisations, consents, approvals and qualifications of and from all Official Bodies and other third parties required to perform its obligations under the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation Transaction Documents to which it is a party and to carry on its business in each jurisdiction in which its business is now conducted unless the Borrower is party or (ii) any orderfailure to have such power, injunctionauthority licences, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower authorisations, consents, approvals and the Amendment, except, in the case of clause (b) or (d) only, as qualifications would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party, including the Borrower’s use of the proceeds of Loans (i) are within its corporate powers, (ii) have been duly authorised by all necessary corporate action, (iii) are in its interest and it will receive the corporate benefit as a result of the transactions contemplated hereby and thereby and the value of the consideration obtained by it under the transactions contemplated hereby and thereby is not less than the value of, and is fully and fairly equivalent to, the consideration which it provides, (iv) do not contravene or constitute a default under (A) its Organic Documents, (B) any applicable Law, (C) any contractual restriction binding on or affecting it or its property or (D) any order, writ, judgment, award, injunction or decree which is valid and binding on or affecting it or its property except in each case where any such contravention or default would not reasonably be expected to have a Material Adverse Effect and (v) do not result in or require the creation or imposition of any Adverse Claim (other than Permitted Adverse Claims) upon or with respect to any of its properties. Each Transaction Document to which the Borrower is a party has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, authorisation or approval or other action by, or and no notice to, to or filing or registration with, any Governmental Authority Official Body or official thereof or any third party is required for the due execution, delivery and performance by it of this Agreement or any other Person Transaction Documents to which it is necessary a party or required any other document to be delivered by it hereunder or thereunder, except for the actions taken or referred to in connection with Schedule 2 (Conditions Precedent Documents) all of which have been (or on or before the executionClosing Date will have been) duly made or taken, delivery or performance byas the case may be, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment effect and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings except where the failure to procure which have obtained any such authorization or approval or taken any such action or made any such filing or notice would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect Each of this Agreement and the other Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, subject to the Legal Reservations. (e) There are no actions, suits, investigations by an Official Body, litigation or proceedings at law or by or before any Official Body or in arbitration now pending or, to its knowledge, threatened against or affecting the Borrower or its Subsidiaries or any of its businesses, properties or revenues (i) which involve or question the validity of this AmendmentAgreement or any other Transaction Documents to which it is a party or any of the transactions contemplated hereby or thereby (excluding any litigation or proceeding against any Obligor) or (ii) which, individually or in the aggregate, are reasonably likely to be adversely determined and if so determined would reasonably be expected to have a Material Adverse Effect. The Borrower is not in default or violation of any valid and binding order, judgment or decree of any Official Body or arbitrator which would reasonably be expected to have a Material Adverse Effect. (f) No event has occurred and is continuing, or would result from any Borrowing or application of the proceeds therefrom, which constitutes a Facility Event which has not been (i) notified to the relevant parties to the Transaction Documents or (ii) remedied or waived, in each case, in accordance with the Transaction Documents. (g) Each Receivable treated as or represented to be a Pool Receivable is owned by the applicable Purchaser, free and clear of any Adverse Claim (other than Permitted Adverse Claims). The Administrative Agent, for the benefit of the Secured Parties, has a valid and perfected first priority charge, security interest or pledge, ranking ahead of any other charge, security interest or pledge and the interest of any other creditor of any Transaction Party (other than Permitted Adverse Claims) in each Pool Receivable and in the Related Security and Collections related thereto, all of the Borrower Receivables Interests acquired by, or granted to, the representations Borrower, the Borrower Operating Accounts and warranties contained all other Collateral, in each case, free and clear of the Credit Documents are true any Adverse Claim (other than Permitted Adverse Claims). No effective financing statement or other instrument similar in effect is filed in any recording office listing any Transaction Party as debtor, covering any Receivable, Related Security, Borrower Receivables Interest or other Collateral, or any interest therein or proceeds thereof, other than in respect of a Permitted Adverse Claim. (i) Each Portfolio Report, Data Feed, Roll-Forward Report and correct Monthly Ratio Report is complete and accurate in all material respects as of its date, (ii) all other non-verbal information, data, exhibits, documents, books, records and reports furnished by or on behalf of the Borrower in connection with this Agreement, any other Transaction Document or any transaction contemplated hereby or thereby is complete and accurate in all material respects as of its date and no such item contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and (iii) all financial statements which have been furnished by or on behalf of the Borrower (A) have been prepared in accordance with GAAP consistently applied and (B) fairly present in all material aspects, the financial condition of the Borrower and, if applicable, its consolidated Subsidiaries as of the date hereof as though dates set forth therein and the results of any operations of the Borrower and, if applicable, its consolidated Subsidiaries for the periods ended on such dates. (i) It has (i) timely filed or caused to be filed all material Tax returns required to be filed and (ii) paid or made on adequate provision for the payment of all Taxes, assessments and as of such date other governmental charges due and payable by it except to the extent that such representations and warranties specifically refer failure to an earlier date, in which case they shall do so would not reasonably be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference expected to have a Material Adverse Effect shall be true and correct in all respects), and except that Effect. (j) For the representations and warranties contained in Section 6.05 purposes of the Credit Agreement shall be deemed to refer to EU Insolvency Regulation, the most recent financial statements furnished pursuant to Section 7.01(a) and Borrower’s centre of main interest (bas that term is used in Article 3(1) of the Credit Agreement EU Insolvency Regulation) is situated in Ireland and to it has no “establishment” (as that term is used in Article 2(h) of the date of such financial statementsEU Insolvency Regulation) in any other jurisdiction. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment The names and addresses of all the Borrower Operating Account Banks together with the account numbers of the Borrower Operating Accounts at such Borrower Operating Account Banks are as specified in Schedule 8 (iiFacility Accounts and Account Banks) any Credit Extension made in connection herewith.of the Schedule of Definitions, as such Schedule 8 (Facility Accounts and Account Banks) may be updated from time to time pursuant to Clause 5.1(g) (

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated in the recital of parties to this Amendment. (b) The execution, delivery and performance by the Borrower of this Amendment are within the Amendment has Borrower's corporate powers, have been duly authorized by all necessary corporate or other organizational action and does do not (ai) contravene the terms of the Borrower’s Organization Documents; 's charter or by-laws, (bii) violate any Applicable Law or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award rendered or promulgated under or pursuant to such Applicable Law or (iii) conflict with or result in the breach of, or constitute a default under, any breach contract, loan agreement, indenture, mortgage, deed of trust, lease or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any orderother financial instrument, injunction, writ or decree of any Governmental Authority or any arbitral award to which other material contract or agreement, binding on or affecting the Borrower Borrower, any of its Subsidiaries or its Property is subject; any of their properties. (c) result in No authorization or approval (including exchange control approval) or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the creation due execution, delivery or performance by the Borrower of any Lien (other than Permitted Liens); or this Amendment. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes is legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default There is no action, suit, investigation, litigation or Event proceeding affecting the Borrower or any of Default shall exist immediately prior to and after giving effect to its Subsidiaries, including, without limitation, any Environmental Action, pending or threatened before any court, governmental agency or arbitrator that (i) this Amendment and could have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Amendment or any Credit Extension made in connection herewithof the other Loan Documents, as amended hereby.

Representations and Warranties of the Borrower. The To induce the Lenders to execute and deliver this Amendment (which representations shall survive the execution and delivery of this Amendment), the Borrower represents and warrants as followsto the Lenders that: (a) The this Amendment has been duly authorized, executed and delivered by it and the other Loan Parties and this Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Borrower and the other Loan Parties enforceable against it and the other Loan Parties in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (b) the Loan Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligations, contracts and agreements of the Borrower enforceable against it in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (c) the Loan Documents, as amended by this Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Borrower and the other Loan Parties enforceable against it and the other Loan Parties which are parties thereto in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally; (d) the execution, delivery and performance by the Borrower and the other Loan Parties of the this Amendment (i) has been duly authorized by all necessary corporate or other organizational requisite limited liability company action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or and, if required, member action, (ii) any order, injunction, writ does not require the consent or decree approval of any Governmental Authority governmental or regulatory body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its articles or organization or operating agreement, (2) any order of any court or any arbitral award rule, regulation or order of any other agency or government binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound, including, without limitation, the Borrower Wynn Credit Agreement, or its Property is subject; (cB) result in the creation a breach or constitute (alone or with due notice or lapse of time or both) a default under any Lien (indenture, agreement or other than Permitted Liens); or (d) violate any Law applicable instrument referred to the Borrower and the Amendment, except, in the case of clause (biii)(A)(3) or (d) only, as would not reasonably be expected to have a Material Adverse Effect.of this Section 5(c); (be) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations as of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally date hereof and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After after giving effect to this Amendment, no Default or Event of Default has occurred which is continuing; and (f) each of the representations and warranties contained in each Section 5.1 of the Credit Documents Loan Agreement are true and correct in all material respects with the same force and effect as if made by the Borrower on and as of the date hereof as though made on and as of such date hereof, except to the extent that such for representations and warranties specifically refer expressly stated to an relate to a specific earlier date, in which case they such representations and warranties shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsdate. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants warrants, as of the Closing Date and any Incremental Commitment Effective Date, as follows: (a) The Borrower (i) is a corporation duly organized and validly existing under the laws of the State of New Jersey and (ii) is duly qualified and in good standing under the laws of New Jersey and each of the respective states in which its principal operating facilities are located, except, with respect to this clause (ii) only, in states where the failure to be so qualified or in good standing would not reasonably be expected to result in a Material Adverse Effect. (b) The execution, delivery and performance by the Borrower of this Agreement and the Amendment has Notes (i) are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and (ii) do not contravene (x) the Borrower’s charter or other organizational action and does by-laws or (y) except to the extent such contravention would not (aindividually or in the aggregate) contravene reasonably be expected to have a Material Adverse Effect, law or any material contractual restriction binding on the terms Borrower or, to the knowledge of the Borrower’s Organization Documents; , any other contractual restriction binding on the Borrower. (bc) conflict No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes. (d) This Agreement and the Notes (when delivered hereunder) have been duly executed and delivered and constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or result in any breach similar laws relating to or contravention of limiting creditors’ rights generally or by equitable principles relating to enforceability. (i) any Contractual Obligation to which The consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at September 30, 2019, and the related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Administrative Agent, fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such date, all in accordance with GAAP consistently applied. (ii) The unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of December 31, 2019, and the related unaudited consolidated statements of income and cash flows for the nine months then ended and set forth in the Borrower’s Report on Form 10-Q for the quarter ended December 31, 2019, copies of which have been furnished to the Administrative Agent, fairly present, in conformity which GAAP applied on a basis consistent with the financial statements referred to in clause (i) of this paragraph (e), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end adjustments). (iii) Since September 30, 2019, there has been no material adverse change in the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, as shown on the consolidated balance sheet as of such date and the related consolidated statement of net income for the fiscal year then ended; provided that the impacts of COVID-19 on the business, operations or financial condition of the Borrower or any of its Subsidiaries that occurred and were disclosed to the Administrative Agent or otherwise publicly available on or prior to the Closing Date will be disregarded. (f) There is party no pending (or, to the Borrower’s knowledge, threatened) action or proceeding against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, in which there is likely to be an adverse decision that (i) would have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole, except as disclosed in filings made by the Borrower with the SEC on or before the date that is five days prior to the date hereof, or (ii) purports to affect the legality, validity, binding effect or enforceability of this Agreement or any order, injunction, writ or decree Note. (g) No proceeds of any Governmental Authority Loan will be used directly or any arbitral award indirectly for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) The Borrower and its Subsidiaries have filed (or have obtained extensions of the time by which they are required to file) all United States Federal income tax returns and all other material tax returns required to be filed by them and have paid all taxes shown due on the returns so filed as well as all other material taxes, assessments and governmental charges which have become due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided and except for filings or payments the Borrower failure of which to make would not (individually or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (daggregate) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (bi) The Amendment has been duly executed and delivered by Each Plan, and, to the Borrower. The Amendment constitutes legal, valid and binding obligations knowledge of the Borrower, enforceable against each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. Without limiting the foregoing, neither the Borrower nor any of its Subsidiaries has incurred any liability, other than premiums payable in accordance with its termsthe ordinary course of business, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required PBGC established under ERISA in connection with any Plan or Multiemployer Plan that would (individually or in the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (aaggregate) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (dj) After The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (k) No statement, information, report, representation, or warranty made by the Borrower in this Agreement or furnished to the Administrative Agent or any Lender by or on behalf of the Borrower in connection with this Agreement or contained in any filing made by the Borrower with the SEC (taken as a whole with all other information, including amendments and supplements then filed with the SEC) contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (l) The Borrower and its Subsidiaries are, as of the Closing Date, after giving effect to this Amendment, the representations and warranties contained in each making of the Credit Documents Loans and application of the proceeds thereof, on a consolidated basis, Solvent. (m) Each of the Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any real estate asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such real estate asset or the operations of the Borrower or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (n) The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and to the knowledge of the Borrower its directors, employees and agents, are true in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and correct applicable Sanctions in all material respects on and as respects. None of (a) the Borrower, any Subsidiary or any of their respective officers, or, to the knowledge of the date hereof as though made on and as Borrower or such Subsidiary, their respective directors or employees or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. (o) No part of the proceeds of the Loans will be used, directly or indirectly, (x) for the purpose of financing any activities or business of or with any Person that at such date except time is the subject of any Sanctions, or with or in any country or territory to the extent that such representations and warranties specifically refer country or territory is the subject of any Sanctions, or in any other manner that reasonably would be expected to result in the Borrower or any Lender being in breach of any Sanctions Laws, (y) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an earlier dateofficial capacity, in which case they shall be order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Law, or (z) in any way that would violate the Patriot Act or any Anti-Money Laundering Laws. As of the Closing Date, all of the information included in the Beneficial Ownership Certification previously furnished to the Administrative Agent is true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementscorrect. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows:on the Effective Date (and, solely with respect to the Specified Representations on the Funding Date): (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. (b) The execution, delivery and performance by the Borrower of this Agreement and the Amendment has Notes, if any, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s organizational powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not contravene (ai) contravene the terms of the Borrower’s Organization Documents; charter or by-laws (bor other equivalent organizational documents) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as except where such contravention would not reasonably be expected to have a Material Adverse Effect, any law or contractual restriction binding on or affecting the Borrower. (bc) The Amendment No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of this Agreement or the Notes, if any, except as would not reasonably be expected to have a material adverse effect on the validity or enforceability of this Agreement or the Notes, if any, or the material rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder. (d) This Agreement has been been, and each of the Notes, if any, when delivered hereunder will have been, duly executed and delivered by the Borrower. The Amendment constitutes Assuming that this Agreement has been duly executed by the Administrative Agent and each of the Lenders, this Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable remedies of creditors and (ii) general principles of law (equity, regardless of whether enforcement is sought applied in proceedings in equity or at law) and implied covenants of good faith and fair dealing. (ce) No approvalThe Consolidated balance sheet of the Borrower as at December 31, consent2012 and the related Consolidated statements of income and cash flows of the Borrower for the fiscal year then ended, exemptionwhich have been made publicly available on the SEC’s XXXXX system website, authorizationfairly present, in all material respects, the Consolidated financial condition of the Borrower as at such date and the Consolidated results of the operations of the Borrower for the period ended on such date, all in accordance with GAAP. (f) There is no pending or other action by(to the knowledge of the Borrower) threatened action, investigation or notice toproceeding, or filing withincluding, without limitation, any Governmental Authority Environmental Action, affecting the Borrower or any other Person is necessary of its Subsidiaries which has not been disclosed in the Borrower’s most recent Annual Report on Form 10-K or required in connection subsequent Quarterly Reports on Form 10-Q filed with the executionSEC on or prior to the date hereof before any court, delivery governmental agency or performance by, or enforcement against, the Borrower of this Amendment (arbitrator that is initiated by any Person other than a Lender in its capacity as a Lender (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not that is reasonably be expected likely to have a Material Adverse Effect)Effect or (ii) that purports to affect the legality, validity or enforceability of any Loan Document and as to which there is a reasonable possibility of an adverse decision. (dg) After giving effect Since December 31, 2012, there has been no Material Adverse Change. (h) The Borrower is not an Investment Company, as such term is defined in the Investment Company Act of 1940, as amended. (i) No part of the proceeds of any Loans will be used by the Borrower in any manner that would result in a violation of Regulation U or X, issued by the Board of Governors of the Federal Reserve System. (j) Set forth on Schedule 4.01(j) hereof is a list of Subsidiaries of the Borrower that, for the most recent fiscal quarter of the Borrower, in the aggregate, together with the Borrower, accounted for not less than 65% of total revenues and sales as shown on the Consolidated financial statements of the Borrower for such fiscal quarter. (k) None of the Borrower, any of its Restricted Subsidiaries, or any of the Borrower’s directors or officers, nor, to this Amendmentthe knowledge of the Borrower, any directors or officers of any of the representations Borrower’s Restricted Subsidiaries, is the subject of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (including by being listed on the list of Specially Designated Nationals and warranties contained Blocked Persons issued by OFAC) or the U.S. Department of State (collectively, “Sanctions”). None of the Borrower nor its Restricted Subsidiaries is located, organized or resident in a country or territory that is the subject of Sanctions. No part of the proceeds of the Loans shall be used by the Borrower in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Borrower and each of the Credit Documents are true and correct its Restricted Subsidiaries is in compliance, in all material respects on and as of respects, with the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsAct. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of this Amendment, and the Amendment has performance by the Borrower of the Credit Agreement, as amended by this Amendment, (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate or other organizational action and does (iii) do not and will not (aA) contravene require any consent or approval of the terms stockholders of the Borrower’s Organization Documents; , (bB) conflict with violate any provision of the charter or by-laws of the Borrower or of law, (C) violate any legal restriction binding on or affecting the Borrower, (D) result in a breach of, or constitute a default under, any breach indenture or contravention of (i) loan or credit agreement or any Contractual Obligation other agreement, lease or instrument to which the Borrower is a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to by which the Borrower it or its Property is subject; properties may be bound or affected, or (cE) result in or require the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable pursuant to the Borrower and the Amendment, except, in the case Loan Documents) upon or with respect to any of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effectits properties. (b) The Amendment has been duly executed No Governmental Approval is required for the due execution, delivery and delivered performance by the Borrower. The Borrower of this Amendment constitutes or for the performance by the Borrower of the Credit Agreement, as amended by this Amendment. (c) This Amendment and the Credit Agreement, as amended by this Amendment, are the legal, valid and binding obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except ; subject to the extent qualification, however, that the enforceability thereof may be limited by applicable Debtor Relief Laws enforcement of the rights and remedies herein and therein is subject to bankruptcy and other similar laws of general application affecting creditors’ rights generally and by equitable remedies of creditors and the application of general principles of law equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law) ). This Amendment has been duly executed and implied covenants delivered on behalf of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect)Borrower. (d) After giving effect to this Amendment, the The representations and warranties contained of the Borrower set forth in each Section 7.01 of the Credit Documents Agreement are true and correct in all material respects on and as of the date hereof hereof, as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No event has occurred and is continuing that constitutes a Default or an Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithDefault.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower and each of its Significant Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and where, in each case, failure so to qualify and be in good standing could have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. None of the Borrower or any of its Subsidiaries is an EEA Financial Institution. (b) The execution, delivery and performance by the Borrower of this Agreement are within the Amendment has Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower’s charter, by-laws or other organizational action and does not documents, (aii) contravene any contractual restriction binding on the terms Borrower or (iii) violate any law, rule or regulation (including the Securities Act of 1933, the Exchange Act and Regulations U and X), or order, writ, judgment, injunction, decree, determination or award. The Borrower is not in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any contractual restriction binding upon it, except for such violation or breach which would not have a Material Adverse Effect. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required (other than those which have been obtained) for the due execution, delivery and performance by the Borrower of this Agreement. (d) This Agreement is a legal, valid and binding obligation of the Borrower’s Organization Documents; (b) conflict Borrower enforceable against the Borrower in accordance with or result in any breach or contravention of its terms. (i) any Contractual Obligation The Borrower has heretofore furnished to which each of the Lenders its (A) audited Consolidated balance sheet and statements of earnings, equity and cash flows as at and for the fiscal year ended December 31, 2018, and (B) unaudited Consolidated balance sheet and statements of earnings, equity and cash flows as at and for the fiscal quarter ended September 30, 2019, and such financial statements fairly present, in all material respects, the Consolidated financial condition and results of operations of the Borrower and its Subsidiaries as at the date thereof and for such fiscal period, all in accordance with GAAP as in effect on such respective date; (ii) the Borrower has heretofore furnished to each of the Lenders the Annual Statement of each Material Insurance Subsidiary for the fiscal year ended December 31, 2018, as filed, in each case, with the applicable Insurance Regulatory Authority, and such Annual Statements present fairly, in all material respects, the financial condition of each such Insurance Subsidiary, 733301099 15483412 respectively, as at the date thereof and the results of such Insurance Subsidiary’s operations for the fiscal year ended December 31, 2018, in each case accordance with SAP as in effect on December 31, 2018; and (iii) since December 31, 2018, except as previously disclosed in filings with the Securities and Exchange Commission by the Borrower prior to the date hereof (but excluding any risk factors, forward-looking disclosure and any other disclosures that are cautionary, predictive or forward-looking in nature) there has been no material adverse change or event or circumstance that would reasonably be expected to result in a material adverse change in the business, condition (financial or otherwise) or results of operations of the Borrower and its Subsidiaries, taken as a whole. (f) Other than as disclosed in filings of the Borrower with the Securities and Exchange Commission, there is party no action pending or threatened in writing or proceeding affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator which (i) is reasonably likely to have a Material Adverse Effect or (ii) any orderpurports to affect this Agreement or the transactions contemplated hereby. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, injunction, writ or decree and no proceeds of any Governmental Authority Advance will be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock. The Borrower is, and after applying the proceeds of each Advance, will be in compliance with its obligations under Section 5.01(b). If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U, the statements made in which shall be such, in the opinion of each Lender, as to permit the transactions contemplated hereby in accordance with Regulation U. No portion of any Advance under this Agreement shall be used by the Borrower in violation of Regulation T, U or X or any arbitral award to which other Regulation of the FRB, as in effect on the date of such Advance and the use of the proceeds thereof. (h) The Borrower is not an “investment company”, or a Person “controlled by” an “investment company”, as such terms are defined in the Investment Company Act of 1940. (i) All information that has been made available by the Borrower or any of its Property representatives to the Administrative Agent or any Lender in connection with the negotiation of this Agreement was, on or as of the dates on which such information was made available, complete and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a fact necessary to make the statements contained therein not misleading in light of the time and circumstances under which such statements were made. All financial projections that have been prepared by the Borrower and made available to the Administrative Agent or any Lender in connection with the negotiation of this Agreement have been prepared in good faith based upon assumptions believed to be reasonable at the time of preparation and delivery (it being understood that such projected information may vary from actual results and that such variances may be material). There is subject; (c) result in no fact known to the creation of any Lien Borrower (other than Permitted Liens); matters of a general economic nature) that has had, or (d) violate any Law applicable could reasonably be expected to have, a Material 733301099 15483412 Adverse Effect and that has not been disclosed herein or in such other documents, certificates and statements furnished to the Borrower and Lenders for use in connection with the Amendmenttransactions contemplated by this Agreement. As of the Effective Date, except, all of the information included in the case Beneficial Ownership Certification delivered pursuant to Section 3.01(j) (if any) is true and correct. (j) Neither the Borrower nor any other member of clause (b) the Controlled Group maintains, or (d) onlyis obligated to contribute to, as any Multiemployer Plan or has incurred, or is reasonably expected to incur, any withdrawal liability to any Multiemployer Plan. Each Plan complies in all material respects with all applicable requirements of law and regulations, except where noncompliance would not have a Material Adverse Effect. Neither the Borrower nor any member of the Controlled Group has, with respect to any Single Employer Plan, failed to make any material contribution or pay any material amount required under Section 412 of the Code or Section 302 of ERISA or the terms of such Single Employer Plan. The Borrower has not engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan which may reasonably be expected to have a Material Adverse Effect.. Within the last five years neither the Borrower nor any member of the Controlled Group has engaged in a transaction which resulted in a Single Employer Plan with an Unfunded Liability being transferred out of the Controlled Group. No Termination Event has occurred or is reasonably expected to occur with respect to any Single Employer Plan. As of the Effective Date the Borrower is not nor will be using “plan assets” (within the meaning of Section 3(42) of ERISA) of one or more Benefit Plans with respect to Borrower’s entrance into, participation in, administration of and performance of this Agreement (bk) The Amendment has been duly executed Borrower and delivered by the Borrower. The Amendment constitutes legaleach of its Subsidiaries is in compliance with all laws, valid statutes, rules, regulations and orders binding obligations of the Borrower, enforceable against on or applicable to the Borrower in accordance with (including all Environmental Laws), its termsSubsidiaries and all of their respective properties, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would so comply could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect). There have been filed on behalf of the Borrower and its Subsidiaries all federal, state, local and foreign income, excise, property and other tax returns which are required to be filed by them and all taxes shown due and owing by such returns have been paid except (i) where the failure to make such filings or payments would not reasonably be expected to result in a Material Adverse Effect or (ii) those payments which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside. The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate. (dl) After giving There is no indenture, agreement or other contractual arrangement to which the Borrower or any Significant Subsidiary is a party that, directly or indirectly, prohibits or restrains, or has the effect to this Amendmentof prohibiting or restraining, or imposing any condition upon, the representations and warranties contained in each declaration or payment of dividends or other distributions on any class of stock of any Subsidiary of the Credit Documents Borrower, other than such prohibitions, restraints and conditions which are true disclosed in filings of the Borrower with the Securities and correct Exchange Commission. 733301099 15483412 (m) Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority, or (iii) located, organized or resident in a Designated Jurisdiction. The Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees, agents, affiliates and representatives, are in compliance with all applicable Sanctions in all material respects on respects. (n) The Borrower and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier dateits Subsidiaries have conducted, in which case they shall be true and correct in all material respects on and as respects, their businesses in compliance with the United States Foreign Corrupt Practices Act of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects)1977, the UK Xxxxxxx Xxx 0000, and except that the representations and warranties contained other applicable anti-corruption legislation in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(aother jurisdictions (“Anti-Corruption Laws”) and (b) of the Credit Agreement have instituted and maintained policies and procedures designed to the date of promote and achieve compliance with such financial statementslaws. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The In order to induce the Banks and Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants as followsto each Bank and Administrative Agent that the following statements are true, correct and complete: (ai) The execution, delivery and performance by the Borrower of this Amendment No. 1, the Credit Agreement as amended by this Amendment has No. 1 (the “Amended Credit Agreement”), and any Notes executed in connection with this Amendment No. 1 (such Notes together with this Amendment No. 1 and the Amended Credit Agreement, collectively, the “Amendment Documents”) are within its partnership authority, have been duly authorized by all necessary corporate requisite action, and are not in conflict with the terms of any organizational instruments of such entity, or any instrument or agreement to which Borrower or General Partner is a party or by which Borrower, General Partner or any of their respective assets may be bound or affected; (ii) The officers of General Partner executing this Amendment No. 1 and any other organizational action Amendment Documents required to be delivered by it on behalf of Borrower hereunder have been duly elected or appointed and does were fully authorized to execute the same at the time each such Amendment Document was executed; (iii) The execution and delivery of, and the performance of the obligations required to be performed by Borrower under, this Amendment No. 1 and any other Amendment Documents do not and will not (a) contravene the terms of the Borrower’s Organization Documents; violate any provision of, or, except for those which have been made or obtained, require any filing (other than SEC disclosure filings), registration, consent or approval under, any Law (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it, except for such violations, or filings, registrations, consents and approvals which if not done or obtained would not likely cause a Material Adverse Change to occur, (b) conflict with or result in a breach of or constitute a default under or require any breach consent under any indenture or contravention of (i) loan or credit agreement or any Contractual Obligation other agreement, lease or instrument to which the Borrower is it may be a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to by which the Borrower it or its Property is subject; properties may be bound or affected except for consents which have been obtained or which if not obtained are not likely to cause a Material Adverse Change to occur, (c) result in in, or require, the creation or imposition of any Lien (other than Permitted Liens); Lien, upon or with respect to any of its properties now owned or hereafter acquired which would likely cause a Material Adverse Change to occur, or (d) violate cause it to be in default under any Law applicable to the Borrower and the Amendmentsuch Law, exceptorder, in the case of clause (b) writ, judgment, injunction, decree, determination or (d) onlyaward or any such indenture, as agreement, lease or instrument which would not reasonably be expected to have likely cause a Material Adverse Effect.Change to occur; to the best of its knowledge, Borrower is in compliance with all Laws applicable to it and its properties where the failure to be in compliance would cause a Material Adverse Change to occur; (biv) The Each of this Amendment has been duly executed No. 1 and delivered by the Borrower. The other Amendment constitutes Documents is a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof that such enforcement may be limited by applicable Debtor Relief Laws bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by equitable generally, as well as general principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing.equity; (cv) No approval, consent, exemption, authorization, or This Amendment No. 1 and the other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with Amendment Documents have been duly executed and delivered by the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Borrower; (dvi) After giving effect to this Amendment, the The representations and warranties of the Borrower contained in each Article V of the Credit Documents Agreement are and will be true and correct in all material respects on and as of the date hereof Amendment Effective Date to the same extent as though made on and as of such date dates (except to the extent that in those cases where such representations and warranties specifically refer representation or warranty expressly relates to an earlier date, in which case they shall be such representations and warranties were true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects)date, and except for changes in factual circumstances permitted hereunder), provided that the representations and warranties contained in Section 6.05 5.20 of the Credit Agreement shall is qualified insofar as the Borrower will be deemed required to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.file this Amendment No. 1 in connection with its compliance with its periodic reporting obligations; and (evii) No Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithis continuing.

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsto the Lender: (a) The execution, delivery and performance by the Borrower of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents Loan Agreement (as amended hereby) and the other Related Agreements and Supplemental Documentation are true and correct in all material respects on at and as of the date hereof as though made on and as of such the date hereof (except (x) to the extent that specifically made with regard to a particular date and (y) for such representations and warranties changes as are a result of any act or omission specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date permitted under the Loan Agreement (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respectsunder any Related Agreement), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer or as otherwise specifically permitted by Lender or as otherwise set forth on revised Schedules to the most recent financial statements furnished pursuant to Section 7.01(a) and Loan Agreement attached as Exhibit B hereto); (b) on the Effective Date, after giving effect to this Amendment, no Unmatured Event of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior will have occurred and be continuing; (c) the execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by, the Borrower, and this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (d) the execution, delivery and performance of this Amendment does not conflict with or result in a breach by the Borrower of any term of any material contract, loan agreement, indenture or other agreement or instrument to which the Borrower is a party or is subject; (e) The Contribution Agreement is, and from and after the Closing Date (as defined in the Contribution Agreement) the Transfer Instruments (as defined therein) will be, legal, valid and binding obligations of the parties thereto, will be in full force and effect, and will be sufficient to transfer to Bickford's all right, title and interest of Borrower in and to sxxxxxxxxxxly all of the assets of the Bickford Family Restaurant division of ELXSI. The representationx xxx xxrranties of the parties set forth in the Contribution Agreement are true and correct. On the Closing Date, (i) ELXSI will own, beneficially and of record, all of the issued and outstanding capital stock of Bickford's Holdings Company, Inc., comprised of 10,000 shares of xxxxxx xxock and 10,000 shares of Class A 3% Cumulative Redeemable Preferred Stock, (ii) Holdings will own, beneficially and of record, all of the issued and outstanding capital stock of Bickford's, comprised of 10,000 shares of common stock, (iii) alx xx xxx xoregoing described capital stock will be validly issued, is fully paid and nonassessable, and not subject to any lien, security interest, put, call, option or other right or encumbrance other than the security interest of the Lender, (iv) Bickford's will own all right, title and interest of Borrower in xxx xx xxbstantially all of the assets of the Bickford's Family Restaurants division of ELXSI, free and clear xx xxx xxxns, security interests, claims and interests except (x) those of the Lender or as otherwise permitted by the Loan Agreement, and (y) temporary failures to obtain Consents and Governmental Approvals and to effect recordations, and other temporary Closing Shortfalls (as such terms are defined in the Contribution Agreement), none of which shall have as of the Effective Date a material adverse effect on the business or financial affairs of Bickford's or Borrower's ability to repay the Liabilities), and (v) axxxx giving effect to the transfer of the Bickford's Family Restaurants division of ELXSI to Bickford's, Hxxxxxxx xxall have no Subordinated Debt outstanding xx xxxxxxtion with the Contribution Agreement; (if) this Amendment The Borrower has furnished Lender a complete and accurate list of the locations of each restaurant and other facilities to be transferred by ELXSI to Bickford's under the Contribution Agreement; and (iig) any Credit Extension made ELXSI xxxxx xxxmissory notes from Cadmus Corporation payable to it in connection herewith.the aggregate outstanding principal amount of not more than $11,000,000, which notes have been guaranteed by Alexander M.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by of this Amendment and the Borrower of the Amendment has Commitment Increase (i) have been duly authorized by all necessary corporate or other organizational action by the Borrower, (ii) do not and does will not (a) contravene the terms of the any of Borrower’s Organization Documents; (biii) do not and will not conflict with or result in any material breach or contravention of, or the creation of any Lien under, or require any payment to be made under (iA) any Contractual Obligation to which the Borrower is a party or affecting Borrower or the properties of Borrower or any of its Subsidiaries or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (div) do not and will not violate any Law applicable Law, except in each case referred to the Borrower and the Amendment, except, in the case of clause (biii)(A) or (d) onlyiv), as would to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance of this Amendment has been duly executed will, and delivered by the Borrower. The Amendment constitutes Credit Agreement does, result in a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower it in accordance with its terms, except to the extent the as such enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, receivership, moratorium or other requirements of law affecting creditors’ rights generally and by equitable general principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealingequity. (c) No The execution, delivery and performance by the Borrower of this Amendment does not require any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect)Person. (d) After giving effect to this Amendment, the The representations and warranties contained in each Article V of the Credit Documents Agreement are true and correct in all material respects on (or, if any such representation or warranty is by its terms qualified by concepts of materiality, such representation or warranty shall be true and correct in all respects) as of the date hereof hereof, both before and immediately after giving effect to this Amendment, as though made on and as of such the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date. (e) Both before and immediately after giving effect to this Amendment, no Default under the Credit Agreement has occurred and is continuing. (f) As of the date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be hereof, the information included in the Beneficial Ownership Certification is true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Fourth Amendment. (b) The execution, delivery and performance by the Borrower of this Fourth Amendment and the Amendment has Loan Documents, as amended hereby, to which it is or is to be a party are within the Borrower's corporate powers, have been duly authorized by all necessary corporate or other organizational action and does do not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party Borrower's charter or by-laws, (ii) any order, injunction, writ or decree of any Governmental Authority Applicable Law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable Borrower, except to the Borrower and the Amendment, except, in the case extent a breach of clause (b) or (d) only, as such contractual restriction would not reasonably be expected to have a Material Adverse Effect. (bc) The Amendment has been duly executed No authorization, approval or other action by, and delivered no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower. The Borrower of this Fourth Amendment constitutes or any of the Loan Documents, as amended hereby, to which it is or is to be a party. (d) This Fourth Amendment and each of the other Loan Documents, as amended hereby, to which the Borrower is a party constitute legal, valid and binding obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except to the extent the enforceability thereof as such enforcement may be limited by applicable Debtor Relief Laws affecting bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ ' rights generally in general and by the availability of equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealingremedies. (ce) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the The representations and warranties contained in each made by the Borrower pursuant to Article VI of the Credit Documents Agreement, are true and correct in all material respects with the same effect as if made on and as of the date hereof as though hereof, except for any representation and warranty made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they such representation and warranty shall be remain true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsdate. (ef) No Default or Event of Default shall exist immediately prior have occurred and be continuing under the Credit Agreement on the date hereof except to and after giving effect to (i) the extent remedied by this Amendment and (ii) any Credit Extension made in connection herewithFourth Amendment.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation. (b) The execution, delivery and performance by the Borrower of this Agreement, the Amendment has Tender Offer Documentation and the Notes, if any, to be delivered by it, and the consummation of the transactions contemplated hereby and thereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s charter or by-laws (or other equivalent organizational documents), (ii) applicable law or (iii) any contract or instrument binding on the Borrower or any of its properties or assets that is material to the Borrower and its Subsidiaries, taken as a whole. (c) No authorization or approval or other action by, and does not no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement, the Tender Offer Documentation or the Notes, if any, to be delivered by it. (ad) contravene This Agreement and the terms Tender Offer Documentation have been, and each of the Notes, if any, to be delivered by the Borrower when delivered hereunder will have been, duly executed and delivered by the Borrower. The Tender Offer Documentation remains in full force and effect. Assuming that this Agreement has been duly executed by the Agent and each of the Initial Lenders, each of this Agreement and the Tender Offer Documentation is, and each of the Notes of the Borrower when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in proceedings in equity or at law. (e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at May 31, 2003, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by the opinion(s) of one or more firms of independent certified public accountants of recognized national standing, as filed with the Securities and Exchange Commission on Form 10-K with respect to its year ended dated May 31, 2003, copies of which have been furnished to each Lender, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied. (f) There is no pending or (to the knowledge of the Borrower’s Organization Documents; (b) conflict with threatened action, investigation or result proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that is initiated by any Person other than a Lender in any breach or contravention of its capacity as a Lender (i) any Contractual Obligation that is reasonably likely to which the Borrower is party have a Material Adverse Effect or (ii) any orderthat purports to affect the legality, injunction, writ validity or decree enforceability of any Governmental Authority this Agreement or any arbitral award to Note or the consummation of the transactions contemplated hereby. (g) Since May 31, 2003, there has not occurred any Material Adverse Effect which is continuing. (h) None of the Borrower or any of its Property Subsidiaries is subject; an Investment Company, as such term is defined in the Investment Company Act of 1940, as amended. (ci) No part of the proceeds of any Advances will be used in any manner that would result in a violation of Regulation U or X, issued by the creation Board of any Lien Governors of the Federal Reserve System, as in effect. (j) The proceeds of the Advances shall be used by the Borrower in order to either (i) finance the Acquisition and related fees and expenses, for working capital purposes and other than Permitted Liens); general corporate purposes or (dii) violate any Law applicable “back stop” commercial paper issued to finance the Acquisition, for working capital purposes and other general corporate purposes. (k) No report, financial statement or other written information furnished by or on behalf of the Borrower to the Agent or any Lender pursuant to subsection 3.01(f)(v) and subsection 5.01(i) (as modified or supplemented by any other information provided to the Agent or any Lender) contains or will contain any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were, are or will be made, not misleading, except to the extent that the facts (whether misstated or omitted) do not result in a Material Adverse Effect; provided that with respect to any projected financial information, the Borrower and represents only that such information has been (or will be) prepared in good faith based on assumptions believed to be reasonable at the Amendmenttime. (l) The Borrower is in compliance with all material provisions of ERISA, exceptexcept to the extent that all failures to be in compliance could not, in the case of clause (b) or (d) onlyaggregate, as would not reasonably be expected to have a Material Adverse Effect. (bm) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations claims of the Borrower, enforceable Agent and the Lenders against the Borrower under this Agreement rank at least pari passu with the claims of all its unsecured creditors, save those whose claims are preferred solely by the laws of general application having effect in accordance with relation to bankruptcy, insolvency, liquidation or other similar events. (n) The Borrower and its termsSubsidiaries have filed all United States federal tax returns and all other tax returns that are material to the Borrower and its Subsidiaries, taken as a whole, which are required to be filed and have paid all United States federal taxes and all other taxes that are material to the Borrower and its Subsidiaries, taken as a whole, in each case, that are due pursuant to said returns or pursuant to any material assessment received by the Borrower or any of its Subsidiaries, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles in respect of law (regardless of whether enforcement is sought such taxes, if any, as are being contested in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement proper proceedings and to the date of such financial statementswhich appropriate reserves are being maintained. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The executionBorrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of the Credit Agreement (as amended hereby) and the consummation of the transactions contemplated hereby and thereby are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Borrower’s charter or by laws, (ii) law or (iii) any material contractual restriction binding on or affecting the Borrower. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Borrower of this Amendment and performance by the Borrower of the Amendment Credit Agreement (as amended hereby), except to the extent that any such authorization, approval, action, notice or filing has been duly authorized by all necessary corporate completed or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or immaterial. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes and the Credit Agreement (as amended hereby) are the legal, valid and binding obligations of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable remedies of creditors and (ii) general principles of law (equity, regardless of whether enforcement is sought applied in proceedings in equity or at law) and implied covenants of good faith and fair dealing. (ce) No approvalThere is no pending or, consentto the knowledge of the Borrower, exemptionthreatened action, authorizationsuit, investigation, litigation or other action byproceeding, or notice toincluding, or filing withwithout limitation, any Governmental Authority Environmental Action, affecting the Borrower or any other Person is necessary of its Subsidiaries before any court, governmental agency or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment arbitrator that (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse EffectEffect (other than as disclosed in the Borrower’s filings with the Securities and Exchange Commission, including on forms 00-X, 00-X, 0-X, and DEF 14A filed prior to the Effective Date) or (ii) purports to affect the legality, validity or enforceability of this this Amendment, the Credit Agreement (as amended hereby) or the consummation of the transactions contemplated hereby and thereby. (f) The Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2014, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2015, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished or made available to each Lender, fairly present, in all material respects, subject, in the case of said balance sheet as at March 31, 2015, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments and the absence of footnotes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2014, there has been no Material Adverse Change (other than as disclosed in the Borrower’s filings with the Securities and Exchange Commission, including on forms 00-X, 00-X, 0-X, and DEF 14A filed prior to the Effective Date). (dg) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a4.01(g), (h), (i) and (bj) of the Credit Agreement and Agreement, as amended hereby, are correct in all material respects (except to the date of extent such financial statementsrepresentations and warranties are qualified by materiality in the text thereof, in which case such representations and warranties shall be true and correct). (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The In order to induce the Lenders and the Administrative Agent to enter into this Amendment No. 2, the Borrower represents and warrants as followsto each Lender and the Administrative Agent that the following statements are true, correct and complete: (ai) The execution, delivery and performance by the Borrower of this Amendment No. 2 and the Loan Agreement as amended by this Amendment has No. 2 (the “Amended Loan Agreement”) are within its partnership powers and authority and have been duly authorized by all necessary corporate or other requisite organizational action action; (ii) The execution and does not delivery of, and the performance of the obligations required to be performed by Borrower under, this Amendment No. 2 and the Amended Loan Agreement (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with do not require any consent or result in any breach approval of, registration or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any orderfiling with, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the executionPerson, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) except such as have already been obtained or made or will be made by the legally required time and are in full force and effect, (b) filings to perfect security interests granted pursuant to will not violate any applicable law or regulation or the Amendment and (c) approvalscharter, consents, exemptions, authorizations, by-laws or other actionsorganizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, notices except for any violation of any applicable law or filings the failure to procure which would regulation that is not reasonably be expected likely to have result in a Material Adverse Effect). , (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, except for any violation or default that is not reasonably likely to result in a Material Adverse Effect, and (d) After giving effect will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except for any Refinancing Mortgages; (iii) Each of this Amendment No. 2 and the Amended Loan Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against Borrower in accordance with its terms, subject to this Amendmentapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (iv) This Amendment No. 2 has been duly executed and delivered by the Borrower; (v) The representations and warranties of the Borrower contained in each Article III of the Credit Documents Loan Agreement are and will be true and correct in all material respects on and as of the date hereof Amendment Effective Date to the same extent as though made on and as of such date (except to the extent that in those cases where such representations and warranties specifically refer representation or warranty expressly relates to an earlier date, in which case they shall be such representations and warranties were true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respectsdate), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.; and (evi) No Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithis continuing.

Representations and Warranties of the Borrower. (a) The Borrower hereby represents and warrants to the Bank as follows: (ai) The executionBorrower has the power, delivery and performance by the Borrower of the Amendment has been duly authorized by taken all necessary corporate or other organizational action and does not (a) contravene the terms of to authorize the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation , to which execute and deliver this Amendment and to perform its duties and obligations under the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) onlyAgreement, as would not reasonably be expected to have a Material Adverse Effect. (b) The amended by this Amendment in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrower. The , and this Amendment constitutes is a legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except to the extent the as such enforceability thereof may be limited by (A) the effect of any applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by equitable (B) general principles of law equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (dii) After giving effect to The execution and delivery of this Amendment and the performance of this Amendment, as amended hereunder do not and will not (A) contravene the representations and warranties contained Borrower’s by-laws or articles of incorporation, (B) require any governmental approval or any consent, waiver or other approval that has not been obtained already or (C) violate, conflict with, result in each a material breach of, or constitute a material default under, (1) any contractual restriction, lease, instrument, agreement, indenture or mortgage to which the Borrower or any of its properties may be bound or (2) any law applicable to the Borrower. (iii) There are not, to the best of the Credit Documents are true and correct Borrower’s knowledge, in all material respects any court, before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits or proceedings, pending or threatened against or in any other way relating to or affecting (A) the Borrower or any of its properties or (B) this Amendment, as amended hereunder, except actions, suits or proceedings, that, if adversely determined, would not, singly or in the aggregate, have a materially adverse effect on and as the financial condition of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality Borrower or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and this Amendment. (b) The Borrower hereby represents and warrants for the benefit of the Credit Agreement and to the date of such financial statements. (e) No Default or Bank that no Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithhas occurred or is continuing under the Agreement.

Representations and Warranties of the Borrower. The In order to induce the Lenders and the Administrative Agent to enter into this Amendment No. 2, the Borrower represents and warrants as followsto each Lender and the Administrative Agent that the following statements are true, correct and complete: (ai) The execution, delivery and performance by the Borrower of this Amendment No. 2 and the Loan Agreement as amended by this Amendment has No. 2 (the “Amended Loan Agreement”) are within the authority of the Borrower and have been duly authorized by all necessary corporate proceedings on the part of the Borrower and any general partner or other organizational action controlling Person thereof; (ii) The execution and does not delivery of, and the performance of the obligations required to be performed by Borrower under, this Amendment No. 2 and the Amended Loan Agreement ) (a) contravene the terms of the Borrower’s Organization Documents; (b) do not conflict with or result in any breach or contravention of (i) any Contractual Obligation provision of law, statute, rule or regulation to which the Borrower is party subject or (ii) any judgment, order, writ, injunction, writ license or decree permit applicable to the Borrower, (b) do not conflict with any provision of the agreement of limited partnership, any Governmental Authority certificate of limited partnership, the charter documents or any arbitral award to which by-laws of the Borrower or its Property is subject; any general partner or other controlling Person thereof, (c) do not contravene any provisions of, or constitute a default, Default or Event of Default hereunder or a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Borrower or any of the Borrower’s properties (except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the condition (financial or otherwise), properties, business or results of operations of the Borrower, the Operating Subsidiaries or any Guarantor) or result in the creation of any Lien (other than Permitted Liens); mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of the Borrower, the Operating Subsidiaries or any Guarantor, and (d) violate do not require (i) the approval or consent of any Law Governmental Authority other than those already obtained, or (ii) filing with any Governmental Authority, other than filings which will be made with the SEC when and as required by law; (iii) Each of this Amendment No. 2 and the Amended Loan Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable against Borrower in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and to the Borrower and fact that the Amendment, except, in availability of the case remedy of clause (b) specific performance or (d) only, as would not reasonably injunctive relief is subject to the discretion of the court before which any proceeding therefor may be expected to have a Material Adverse Effect.brought; (biv) The This Amendment No. 2 has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing.; (cv) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the The representations and warranties of the Borrower contained in each Section 6 of the Credit Documents Loan Agreement are and will be true and correct in all material respects on and as of the date hereof Amendment Effective Date to the same extent as though made on and as of such date (except to the extent that in those cases where such representations and warranties specifically refer representation or warranty expressly relates to an earlier date, in which case they shall be such representations and warranties were true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respectsdate), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.; and (evi) No Default or Event of Default shall exist immediately prior to has occurred and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithis continuing.

Representations and Warranties of the Borrower. The Except as set forth on the Schedule of Exceptions attached hereto as Exhibit B, the Borrower hereby represents and warrants to the of the Company as of the Closing Date (except where a representation and warranty is only made as of a specific date) as follows: (a) The execution, delivery and performance by the Borrower As of the Amendment has been duly authorized by all necessary corporate date of this Agreement, except as set forth on Exhibit C: there is no action, suit or other organizational action and does not proceeding at law or in equity (a“Action”) contravene pending or, to the terms knowledge of the Borrower’s Organization Documents, threatened against the Borrower before any court or governmental commission, foreign or domestic; (b) conflict with and, there is no such proceeding pending or, to the knowledge of the Borrower, threatened, in arbitration or result in before any breach administrative agency. As of the date of this Agreement, there is no judgment, consent decree, injunction, rule or contravention other judicial or administrative order outstanding against the Borrower. As of (i) any Contractual Obligation to which the date of this Agreement, the Borrower is not a party to or (ii) subject to the provisions of any order, writ, injunction, writ judgment or decree of any Governmental Authority court or any arbitral award to government agency or instrumentality and there is no Action by the Borrower currently pending or which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable intends to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effectinitiate. (b) The Amendment has been duly executed and delivered No representation or warranty by the Borrower. The Amendment constitutes legalBorrower contained in this Agreement or any Schedule or Exhibit hereto, valid and binding obligations or any certificate or other instrument referred to herein or otherwise furnished or to be furnished to the Company or its counsel by the Borrower with respect to the transactions contemplated hereby, contains any untrue statement of a material fact or omits or will omit to state any material fact which is necessary in order to make the statements contained herein or therein, not misleading in light of the Borrower, enforceable against circumstances in which they were made. There is no fact known to the Borrower in accordance with its terms, except relating to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approvalbusiness, consentaffairs, exemption, authorizationoperations, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, conditions of the Borrower of this Amendment (other than (a) as have already which materially adversely affects the same and which has not been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant disclosed to the Amendment and (c) approvals, consents, exemptions, authorizations, Company or other actions, notices Company’ counsel by the Borrower or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect)its agents. (d) After giving effect to this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The In order to induce the Banks and Administrative Agent to enter into this Amendment No. 2, the Borrower represents and warrants as followsto each Bank and Administrative Agent that the following statements are true, correct and complete: (ai) The execution, delivery and performance by the Borrower of this Amendment No. 2 and the Credit Agreement as amended by this Amendment has No. 2 (the “Amended Credit Agreement”; and collectively, the “Amendment Documents”) are within its partnership authority, have been duly authorized by all necessary corporate requisite action, and are not in conflict with the terms of any organizational instruments of such entity, or any instrument or agreement to which Borrower or General Partner is a party or by which Borrower, General Partner or any of their respective assets may be bound or affected; (ii) The officers of General Partner executing this Amendment No. 2 and any other organizational action Amendment Documents required to be delivered by it on behalf of Borrower hereunder have been duly elected or appointed and does were fully authorized to execute the same at the time each such Amendment Document was executed; (iii) The execution and delivery of, and the performance of the obligations required to be performed by Borrower under, this Amendment No. 2 and any other Amendment Documents do not and will not (a) contravene the terms of the Borrower’s Organization Documents; violate any provision of, or, except for those which have been made or obtained, require any filing (other than SEC disclosure filings), registration, consent or approval under, any Law (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it, except for such violations, or filings, registrations, consents and approvals which if not done or obtained would not likely cause a Material Adverse Change to occur, (b) conflict with or result in a breach of or constitute a default under or require any breach consent under any indenture or contravention of (i) loan or credit agreement or any Contractual Obligation other agreement, lease or instrument to which the Borrower is it may be a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to by which the Borrower it or its Property is subject; properties may be bound or affected except for consents which have been obtained or which if not obtained are not likely to cause a Material Adverse Change to occur, (c) result in in, or require, the creation or imposition of any Lien (other than Permitted Liens); Lien, upon or with respect to any of its properties now owned or hereafter acquired which would likely cause a Material Adverse Change to occur, or (d) violate cause it to be in default under any Law applicable to the Borrower and the Amendmentsuch Law, exceptorder, in the case of clause (b) writ, judgment, injunction, decree, determination or (d) onlyaward or any such indenture, as agreement, lease or instrument which would not reasonably be expected to have likely cause a Material Adverse Effect.Change to occur; to the best of its knowledge, Borrower is in compliance with all Laws applicable to it and its properties where the failure to be in compliance would cause a Material Adverse Change to occur; (biv) The Each of this Amendment has been duly executed No. 2 and delivered by the Borrower. The other Amendment constitutes Documents is a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof that such enforcement may be limited by applicable Debtor Relief Laws bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by equitable generally, as well as general principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing.equity; (cv) No approval, consent, exemption, authorization, or This Amendment No. 2 and the other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with Amendment Documents have been duly executed and delivered by the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Borrower; (dvi) After giving effect to this Amendment, the The representations and warranties of the Borrower contained in each Article V of the Credit Documents Agreement are and will be true and correct in all material respects on and as of the date hereof Amendment Effective Date to the same extent as though made on and as of such date dates (except to the extent that in those cases where such representations and warranties specifically refer representation or warranty expressly relates to an earlier date, in which case they shall be such representations and warranties were true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects)date, and except for changes in factual circumstances permitted hereunder), provided that the representations and warranties contained in Section 6.05 5.20 of the Credit Agreement shall is qualified insofar as the Borrower will be deemed required to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.file this Amendment No. 2 in connection with its compliance with its periodic reporting obligations; and (evii) No Default or Event of Default shall exist immediately prior to has occurred and is continuing, both before and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithNo. 2.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The executionBorrower is a corporation duly organized, delivery validly existing and performance by in good standing under the Borrower laws of the Amendment State of Delaware, and is properly qualified to do business and in good standing in, and where necessary to maintain its rights and privileges has been duly authorized by all necessary corporate complied with the fictitious name statute of, every jurisdiction where the failure to maintain such qualification, good standing or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not compliance could reasonably be expected to have a Material Adverse Effect. (b) The Amendment has execution, delivery and performance by the Borrower of this Agreement and the Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly executed authorized by all necessary corporate action, and delivered by do not contravene (i) the Borrower. The Amendment constitutes legal, valid and 's charter or by-laws or (ii) law or any material agreement binding obligations on the Borrower or (iii) to the best of the Borrower's knowledge, enforceable against any other agreement binding on the Borrower which, as to any agreement referred to in accordance with its termsthis clause (iii), except could be reasonably expected to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealinghave a Material Adverse Effect. (c) No approval, consent, exemption, authorization, authorization or approval or other action by, or and no notice to, to or filing with, (i) any Governmental Authority governmental authority or regulatory body or (ii) any other Person third party under any material agreement binding on the Borrower or (iii) to the best of the Borrower's knowledge, under any other agreement binding on the Borrower, is necessary or required in connection with for the due execution, delivery or and performance by, or enforcement against, by the Borrower of this Amendment (Agreement or the Notes to be delivered by it, other than (a) as those authorizations or approvals or actions that have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings that have been made or, in the case of any third party under an agreement described in clause (iii), except to the extent that failure to procure which would obtain such authorization or approval or action, or make such notice or filing could not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this AmendmentThis Agreement has been, the representations and warranties contained in each of the Credit Documents are true Notes to be delivered by it when delivered hereunder will have been, duly executed and correct in all material respects on delivered by the Borrower. This Agreement is, and as each of the date hereof as though made on Notes when delivered hereunder will be, the legal, valid and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 binding obligation of the Credit Agreement shall be deemed Borrower enforceable against the Borrower in accordance with their respective terms, subject to refer applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) general principles of the Credit Agreement and to the date equity, regardless of such financial statementswhether considered in a proceeding in equity or at law. (e) No Default or Event The Consolidated balance sheet of Default shall exist immediately the Borrower and its Subsidiaries as at March 31, 2002, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2002, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the six months then ended, duly certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects, subject, in the case of said balance sheet as at September 30, 2002, and said statements of income and cash flows for the six months then ended, to year-end audit adjustments and the absence of footnotes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles consistently applied. Since March 31, 2002, there has been no Material Adverse Change, except as disclosed in public filings made with the Securities and Exchange Commission prior to and after giving effect December 5, 2002. (f) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, against the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) this Amendment and could be reasonably likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Credit Extension made Note or of the consummation of the transactions contemplated hereby, and there has been no material adverse change in connection herewiththe status, or financial effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation from that described in public filings with the Securities and Exchange Commission prior to December 5, 2002. (g) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used in a manner that would violate, or result in a violation of, such Regulation U. (h) The Borrower is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. The Borrower is not a "holding company" or a "subsidiary" of a "holding company" as defined in the Public Utility Holding Company Act of 1935, as amended. (i) The Borrower is, individually and together with its Subsidiaries, Solvent. "Solvent" means, with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Representations and Warranties of the Borrower. The In order to induce the Banks and Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants as followsto each Bank and Administrative Agent that the following statements are true, correct and complete: (ai) The executionexecution and delivery of this Amendment No. 1, delivery the Loan Agreement as amended by this Amendment No. 1 (the “Amended Loan Agreement”) and any Notes executed in connection with this Amendment No. 1 (such Notes, together with the Amended Loan Agreement, collectively, the “Amendment Documents”) and the performance of the obligations required to be performed by the Borrower of hereunder and thereunder are within the Amendment has Borrower’s corporate powers, have been duly authorized by all necessary corporate or other organizational action action, and does do not and will not (a) contravene require the terms consent or approval of the Borrower’s Organization Documents; its shareholders or such consent or approval has been obtained, (b) conflict with contravene either its certificate of incorporation or by-laws, (c) to the best of Borrower’s knowledge, violate any provision of, or require any filing, registration, consent or approval under, any Law (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it, (d) result in a breach of or constitute a default under or require any breach consent under any indenture or contravention of (i) loan or credit agreement or any Contractual Obligation other agreement, lease or instrument to which it may be a party or by which it or its properties may be bound or affected except for consents which have been obtained, (e) result in, or require, the creation or imposition of any Lien, upon or with respect to any of its properties now owned or hereafter acquired or (f) to the best of Borrower’s knowledge, cause it to be in default under any such Law, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument; to the best of its knowledge, Borrower is party or in material compliance with all Laws applicable to it and its properties; (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower each Amendment Document and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The this Amendment No. 1 has been duly executed and delivered by the Borrower. The , is in full force and effect as of the Amendment constitutes Effective Date and is a legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof that such enforcement may be limited by applicable Debtor Relief bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing.generally; (ciii) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower each of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, the representations and warranties of the Borrower contained in each of the Credit Amended Loan Agreement, this Amendment No. 1, and the other Loan Documents are true and correct in all material respects on as of the date as of which they were made and are true and correct in all material respects at and as of the date hereof as though made on and as of such date this Amendment No. 1 (except to the extent that such representations and warranties specifically refer relate expressly to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.; and (eiv) No no Default or Event of Default shall exist immediately prior to exists on the date hereof (before and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithNo. 1).

Representations and Warranties of the Borrower. The Borrower represents and warrants as followsthat: (a) The execution, delivery and performance by the Borrower of the this Amendment has have been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower action. This Amendment is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except to as the extent the enforceability enforcement thereof may be limited by subject to the effect of any applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing.generally; (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, Each of the representations and warranties contained in each of the Credit Documents are Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects on and as of the date hereof as though if made on the date hereof; (c) The Merger (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and as of such date except to the extent that such representations are in full force and warranties specifically refer to an earlier date, in which case they effect or shall be true obtained or made and correct be in all material respects full force and effect at the time of the Merger, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries. (d) The Dividend (i) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and as of such earlier date (provided that representations are in full force and warranties that are qualified by materiality effect or reference to Material Adverse Effect shall be true obtained or made and correct be in all respects)full force and effect at the time of the payment of the Dividend, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and except that (iv) will not result in the representations and warranties contained in Section 6.05 creation or imposition of any Lien on any asset of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) Borrower or any of the Credit Agreement and to the date of such financial statementsits Subsidiaries. (e) No Default or Event of Default shall exist immediately prior to and after After giving effect to (i) this Amendment Amendment, no Default or Unmatured Default has occurred and (ii) any Credit Extension made in connection herewithis continuing.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery and performance by the Borrower of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which is a corporation duly organized, validly existing and in good standing under the Borrower is party or laws of the State of Minnesota, (ii) has all corporate powers and authority required to carry on its business as now conducted and (iii) has all licenses, authorizations, consents and approvals required to carry on its business as now conducted, except where the failure to have any ordersuch license, injunctionauthorization, writ consent or decree approval could not reasonably be expected to have a Material Adverse Effect. Each of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and each Significant Subsidiary is duly qualified as a foreign corporation, licensed and in good standing in each jurisdiction where qualification or licensing is required by the Amendmentnature of its business or the character and location of its property, exceptbusiness or customers, where the failure to be so qualified, licensed and/or in the case of clause (b) or (d) only, as would not good standing could reasonably be expected to have a Material Adverse Effect. (b) The Amendment execution, delivery and performance by the Borrower of this Agreement and the Revolving Credit Notes to be delivered by it, and the consummation of the transactions contemplated hereby, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower’s charter or by-laws, (ii) violate any law, rule, regulation, order, writ, judgment, decree, determination or award applicable to the Borrower if such violation could reasonably be expected to have a Material Adverse Effect or (iii) violate or constitute a default under any contractual restriction binding on or affecting the Borrower if such violation or default could reasonably be expected to have a Material Adverse Effect or subject the Lenders, Agent or the Joint Lead Arrangers to liability. (c) No authorization or approval, and no notice to or filing with, any governmental authority or regulatory body or any other Person is required for the due execution, delivery and performance by the Borrower of this Agreement or the Revolving Credit Notes to be delivered by it, except for those that have been duly obtained, taken, given or made and are in full force and effect and except to the extent the failure to get any such authorization or approval or give any such notice or make any such filing could not be reasonably expected to have a Material Adverse Effect. (d) This Agreement has been been, and each of the Revolving Credit Notes to be delivered by it when delivered hereunder will have been, duly executed and delivered by the Borrower. The Amendment constitutes This Agreement is, and each of the Revolving Credit Notes when delivered hereunder will be, the legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its their respective terms, except subject to (i) the extent the enforceability thereof may be limited by effect of any applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by equitable generally, (ii) the effect of general principles of law equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law) and (iii) an implied covenants covenant of good faith and fair dealing. (ce) No approvalExcept as disclosed on Schedule 4.01(e), consent(i) the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, exemption2012, authorizationand the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, and (ii) the Consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2013, which set forth the financial condition of the Borrower and is Subsidiaries, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the three months then ended, duly certified by the chief financial officer or chief accounting officer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects, subject, in the case of said balance sheet as at March 31, 2013, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments and the absence of certain notes, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP. Except as otherwise disclosed in the Public Filings, since December 31, 2012, there has been no Material Adverse Change. (f) There is no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or proceeding, including, without limitation, under any Environmental Law, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) except as disclosed in the Public Filings, could be reasonably likely to have a Material Adverse Effect, and there shall have been no additional claim made in respect of any action, suit, investigation, litigation or proceeding disclosed in the Public Filings that could be reasonably likely to have a Material Adverse Effect (except if such additional claim is disclosed in the Public Filings) or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Revolving Credit Note or the consummation of the transactions contemplated hereby. (i) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock that would result in or otherwise cause a violation of Regulation U with respect to any extensions of credit made by a Lender under this Agreement. (ii) The Borrower will not use the proceeds of any Revolving Credit Advance in any manner that would result in or otherwise cause of violation of Regulation U with respect to any extensions of credit made by a Lender under this Agreement. (h) The Borrower is not an “investment company”, or other action bya company “controlled” by an “investment company”, or notice towithin the meaning of the Investment Company Act of 1940, or filing withas amended. (i) The Borrower and each of its Subsidiaries is in compliance with all applicable laws, any Governmental Authority or any other Person is necessary or required in connection rules, regulations and orders, including, without limitation, compliance with the execution, delivery or performance by, or enforcement againstERISA, the Borrower Patriot Act, the U.S. Foreign Corrupt Practices Act of this Amendment (other than (a) as have already been obtained 1977 and are in full force and effectall Environmental Laws, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings except where the failure to procure which would so comply could not reasonably be expected to have a Material Adverse Effect). (d) After giving effect to this Amendment, . The Borrower and each of its Subsidiaries is in compliance with the representations Trading with the Enemy Act and warranties contained in each of the Credit Documents are true and correct in all material respects on and as foreign assets control regulations of the date hereof as though made on United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and as of such date any other enabling legislation or executive order relating thereto, except where the failure to the extent that such representations and warranties specifically refer so comply could not reasonably be expected to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to have a Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsEffect. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower Each of the Obligors represents and warrants as followsthat: (a) The Company and each of its Subsidiaries are corporations duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation. (b) Except as set forth on Schedule 4.6 to the Note Purchase Agreement, the execution, delivery and performance by the Borrower each of the Amendment has been duly authorized by all necessary corporate or other organizational action Obligors of this Amendment, the New Note and does not (a) contravene the terms each of the Borrower’s Organization other Note Documents; (b) conflict with , as amended hereby, to which it is or result in any breach or contravention is to be a party and the consummation of the transactions contemplated hereby do not and will not (i) any Contractual Obligation to which the Borrower is party contravene such Obligor's charter or bylaws (or equivalent organizational documents), (ii) violate any law, statute, rule or regulation, including without limitation the Communications Act, FCC Rules and those relating to copyright, or any order, writ, judgment, injunction, writ decree, determination or decree of award in any Governmental Authority manner that, either individually or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendmentaggregate, except, in the case of clause (b) or (d) only, as would not could reasonably be expected to have a Material Adverse Effect. , (biii) The Amendment has been duly executed and delivered by conflict with or result in the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorizationbreach of, or constitute a default under, any contract, loan agreement, indenture, including, without limitation, the Senior Note Indenture, mortgage, deed of trust, lease or other action byinstrument binding on or affecting any Obligor, any of its Subsidiaries, CS Wireless, TelQuest, or notice toany of their properties in any manner that, either individually or filing within the aggregate, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could reasonably be expected to have a Material Adverse Effect), or (iv) except for the Liens created under the Collateral Documents, result in or require the creation or imposition of any Lien upon or with respect to any of the properties or revenues of any Obligor or any of its Subsidiaries. (c) Except as set forth on Schedule 4.6 to the Note Purchase Agreement, no order, consent, approval, license, validation or authorization of, or registration, filing or declaration with, or any exemption by any Governmental Authority or public body or authority or any subdivision thereof or any other third party including any radio, television or other license, Permit, certificate or approval granted or issued by the FCC or any other Governmental Authority (including any MDS, MMDS, ITFS, business radio, earth station or experimental licenses or permits issued by the FCC) is required for the due execution, delivery, recordation, filing or performance by any Obligor of this Amendment, the New Note or any other Note Document, as amended hereby, to which it is or is to be a party. (d) After giving effect to this This Amendment and the New Note have been duly executed and delivered by each Obligor. This Amendment, the representations New Note and warranties contained in each of the Credit Documents other Note Documents, as amended hereby, to which such Obligor is a party are true legal, valid and correct binding obligations of each Obligor, enforceable against such Obligor in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsaccordance with their respective terms. (e) No Default Except as disclosed on Schedule 5.7 to the Note Purchase Agreement and the letter to the Company dated January 22, 1998 from Conseco Capital Management, Inc., there are no actions, suits, investigations or Event proceedings pending or, to the best knowledge of Default shall exist immediately prior to and after giving effect to the Obligors, threatened against or affecting the Company or any of its Subsidiaries or any property or revenues of the Company or any of its Subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority that (i) this Amendment and either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) purports to adversely affect this Amendment, the New Note, any Credit Extension made in connection herewithof the other Note Documents, as amended hereby or any of the transactions contemplated hereby.

Representations and Warranties of the Borrower. The Borrower represents and warrants on the Closing Date, on the date of the making of each Advance, on any Increase Effective Date and on any Extension Date as follows:follows (but with respect to the representations and warranties set forth in Section 4.01(f)(i), only on the Closing Date, any Increase Effective Date and any Extension Date): (a) The Borrower is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of organization. (b) The execution, delivery and performance by the Borrower of this Agreement and the Amendment has other Loan Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, (i) are within the Borrower’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (A) the Borrower’s charter or by-laws or other organizational action documents or (B) any Law, regulation or contractual restriction binding on or affecting the Borrower and does (iv) will not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in require the creation or imposition of any Lien upon or with respect to any of the properties of the Consolidated Group (other than Permitted Liens); Liens created or (d) violate any Law applicable required to be created pursuant to the Borrower and the Amendmentterms hereof), except, in the case of clause (biii)(B) or and (d) onlyiv), as would not be reasonably be expected to have a Material Adverse Effect. (bc) The Amendment No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or, except as would not be reasonably expected to have a Material Adverse Effect, any other third party is required for the due execution, delivery and performance by the Borrower of this Agreement. (d) This Agreement has been duly executed and delivered by the Borrower. The Amendment constitutes This Agreement is the legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited as affected by applicable Debtor Relief bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by equitable general principles of law equity (regardless of whether enforcement is sought considered in a proceeding in equity or at lawLaw) and an implied covenants covenant of good faith and fair dealing. (ce) No approvalThe Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, consent2019, exemptionand the related Consolidated statements of earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, authorizationaccompanied by an opinion of Xxxxx & Young LLP or other independent public accountants of recognized national standing, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2020, and the related Consolidated statements of earnings and cash flows of the Borrower and its Subsidiaries for the nine months then ended, duly certified by the Executive Vice President, Finance and Chief Financial Officer of the Borrower, copies of which have been furnished to each Lender, fairly present, in all material respects, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with GAAP (subject, in the case of the Consolidated balance sheet as at September 30, 2020 and the related statements of earnings and cash flows, to the absence of footnotes and year-end audit adjustments); provided that information referenced in this Section 4.01(e) shall be deemed to have been furnished if such information, or one or more annual or quarterly or other action byreports or proxy statements containing such information, shall have been posted and be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx. (f) As of the Closing Date (or, in the case that this representation and warranty is made on any Increase Effective Date or notice toany Extension Date, as of such Increase Effective Date or filing withExtension Date, as applicable), there is no action, suit, investigation, litigation or proceeding (including, without limitation, any Governmental Authority Environmental Action), affecting the Consolidated Group pending or, to the knowledge of the Borrower, threatened before any court, governmental agency or arbitrator that would reasonably be expected to be adversely determined, and if so determined, (i) would reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Consolidated Group taken as a whole (other than the litigation set forth on Schedule 4.01(f) attached hereto (or, in the case that this representation and warranty is made on any date after the date hereof, as set forth on a schedule delivered to the Administrative Agent on or prior to such date, as applicable)) or (ii) would adversely affect the legality, validity and enforceability of any material provision of this Agreement in any material respect. (g) Following application of the proceeds of each Advance, not more than 25 percent of the value of the assets of the Borrower and of the Consolidated Group, on a Consolidated basis, subject to the provisions of Section 5.02(a) will be margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). (h) All written information (other Person is necessary than the projections, any forward-looking statements and information of a general economic or required industry nature) concerning the Borrower, its Subsidiaries and the transactions contemplated hereby included in the Information Memorandum or otherwise prepared by the Borrower and its Subsidiaries and furnished to the Agents or the Lenders in connection with the execution, delivery or performance bynegotiation of, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment terms of, this Agreement when taken as a whole, was true and correct in all material respects as of the date when furnished by the Borrower and its subsidiaries to the Agents or the Lenders and did not, taken as a whole, when so furnished contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not misleading in light of the circumstances under which such statements were made. (ci) approvalsNo ERISA Event has occurred or is reasonably expected to occur with respect to any Plan which would reasonably be expected to have a Material Adverse Effect. (j) As of the last annual actuarial valuation date prior to the Closing Date, consentsthe Xxxxxx Laboratories Annuity Retirement Plan was not in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code) and no other Plan subject to ERISA was in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code), exemptionsand since such annual actuarial valuation date there has been no material adverse change in the funding status of any Plan subject to ERISA that would reasonably be expected to cause such Plan to be in at-risk status (as defined in Section 430(i)(4) of the Internal Revenue Code). (k) Neither the Borrower nor any ERISA Affiliate (i) is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan or has incurred any such Withdrawal Liability that has not been satisfied in full or (ii) has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), authorizationsinsolvent (within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA), and no such Multiemployer Plan is reasonably expected to be in reorganization, insolvent or other actions, notices in “endangered” or filings “critical” status. (i) The operations and properties of the Consolidated Group comply in all respects with all applicable Environmental Laws and Environmental Permits except to the extent that the failure to procure which so comply, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect). ; (dii) After giving effect to this Amendment, the representations all past non-compliance with such Environmental Laws and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date Environmental Permits has been resolved without any ongoing obligations or costs except to the extent that such representations non-compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and warranties specifically refer (iii) no circumstances exist that would be reasonably expected to (A) form the basis of an earlier dateEnvironmental Action against a member of the Consolidated Group or any of its properties that, either individually or in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to the aggregate, would have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that, either individually or in the aggregate, would have a Material Adverse Effect. (i) None of the properties currently or formerly owned or operated by a member of the Consolidated Group is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or, to the best knowledge of the Borrower, is adjacent to any such property other than such properties of a member of the Consolidated Group that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) there are no, and never have been any, underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed of on any property currently owned or operated by any member of the Consolidated Group or, to the best knowledge of the Borrower, on any property formerly owned or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by a member of the Consolidated Group that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and (iv) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by a member of the Consolidated Group or, to the best knowledge of the Borrower, on any adjoining property that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (n) No member of the Consolidated Group is undertaking, and no member of the Consolidated Group has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by a member of the Consolidated Group have been disposed of in a manner that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (o) No member of the Consolidated Group is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” (each as defined in the Investment Company Act of 1940, as amended). Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated hereby, will violate any provision of such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder. (p) The Advances and all related obligations of the Borrower under this Agreement rank pari passu with all other unsecured obligations of the Borrower that are not, by their terms, expressly subordinate to the obligations of the Borrower hereunder. (q) The proceeds of the Advances will be used in accordance with Section 2.16. (r) Neither the Borrower nor any of its Subsidiaries or, to the knowledge of senior management of the Borrower, any director, officer, employee or agent of the Borrower or any of its Subsidiaries is an individual or entity currently the subject of any Sanctions, and neither the Borrower nor any of its Subsidiaries is located, organized or resident in a Designated Jurisdiction in violation of any Sanctions; provided that if the Borrower or any Subsidiary is located, organized or resident in a jurisdiction that becomes a Designated Jurisdiction after the Closing Date, such Person shall not be included in this representation so long as (i) the Borrower is taking reasonable steps to either obtain appropriate licenses for transacting business in such country or territory or to cause such Person to no longer be located, be organized or be resident in such country or territory and (ii) such Person’s being located, organized or resident in such country or territory (A) will not result in any violation of Sanctions by any Lender, any Arranger or the Administrative Agent and (B) would not be reasonably expected to have Material Adverse Effect. (s) The Borrower and its Subsidiaries (i) have conducted their businesses in compliance with applicable anti-corruption Laws, except to the extent that failure to so comply would not be reasonably expected to have Material Adverse Effect; and (ii) have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such Laws. (t) As of the Closing Date, the information included in any Beneficial Ownership Certification (to the extent required to be provided) is true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated in the recital of parties to this Amendment. (b) The execution, delivery and performance by the Borrower of this Amendment and the Amendment has Credit Agreement and the Notes, as amended hereby, have been duly authorized by all necessary corporate or other organizational action and does do not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party Borrower's charter or by-laws or (ii) any order, injunction, writ or decree of any Governmental Authority law or any arbitral award to which contractual restriction binding on or affecting the Borrower or its Property is subject; Borrower. (c) result in No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the creation due execution, delivery or performance by the Borrower of any Lien (other than Permitted Liens); this Amendment or the Credit Agreement or the Notes, as amended hereby. (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The This Amendment constitutes and the Credit Agreement and the Notes, as amended hereby, are legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its their respective terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (ce) No approvalThere is no pending or threatened action, consentsuit, exemptioninvestigation, authorizationlitigation or proceeding, or other action byincluding, or notice to, or filing withwithout limitation, any Governmental Authority Environmental Action, affecting the Borrower or any other Person is necessary of its Subsidiaries before any court, governmental agency or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment arbitrator that (other than (ai) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not could be reasonably be expected likely to have a Material Adverse Effect). Effect or (dii) After giving effect purports to affect the legality, validity or enforceability of this Amendment, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality Amendment or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsNotes, as amended hereby. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The In order to induce the Banks and Administrative Agent to enter into this Amendment No. 1, the Borrower represents and warrants as followsto each Bank and Administrative Agent that the following statements are true, correct and complete: (ai) The execution, delivery and performance by the Borrower of this Amendment No. 1 and the Credit Agreement as amended by this Amendment has No. 1 (the “Amended Credit Agreement”; and collectively, the “Amendment Documents”) are within its partnership authority, have been duly authorized by all necessary corporate requisite action, and are not in conflict with the terms of any organizational instruments of such entity, or any instrument or agreement to which Borrower or General Partner is a party or by which Borrower, General Partner or any of their respective assets may be bound or affected; (ii) The officers of General Partner executing this Amendment No. 1 and any other organizational action Amendment Documents required to be delivered by it on behalf of Borrower hereunder have been duly elected or appointed and does were fully authorized to execute the same at the time each such Amendment Document was executed; (iii) The execution and delivery of, and the performance of the obligations required to be performed by Borrower under, this Amendment No. 1 and any other Amendment Documents do not and will not (a) contravene the terms of the Borrower’s Organization Documents; violate any provision of, or, except for those which have been made or obtained, require any filing (other than SEC disclosure filings), registration, consent or approval under, any Law (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it, except for such violations, or filings, registrations, consents and approvals which if not done or obtained would not likely cause a Material Adverse Change to occur, (b) conflict with or result in a breach of or constitute a default under or require any breach consent under any indenture or contravention of (i) loan or credit agreement or any Contractual Obligation other agreement, lease or instrument to which the Borrower is it may be a party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to by which the Borrower it or its Property is subject; properties may be bound or affected except for consents which have been obtained or which if not obtained are not likely to cause a Material Adverse Change to occur, (c) result in in, or require, the creation or imposition of any Lien (other than Permitted Liens); Lien, upon or with respect to any of its properties now owned or hereafter acquired which would likely cause a Material Adverse Change to occur, or (d) violate cause it to be in default under any Law applicable to the Borrower and the Amendmentsuch Law, exceptorder, in the case of clause (b) writ, judgment, injunction, decree, determination or (d) onlyaward or any such indenture, as agreement, lease or instrument which would not reasonably be expected to have likely cause a Material Adverse Effect.Change to occur; to the best of its knowledge, Borrower is in compliance with all Laws applicable to it and its properties where the failure to be in compliance would cause a Material Adverse Change to occur; (biv) The Each of this Amendment has been duly executed No. 1 and delivered by the Borrower. The other Amendment constitutes Documents is a legal, valid and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof that such enforcement may be limited by applicable Debtor Relief Laws bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and by equitable generally, as well as general principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing.equity; (cv) No approval, consent, exemption, authorization, or This Amendment No. 1 and the other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with Amendment Documents have been duly executed and delivered by the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect).Borrower; (dvi) After giving effect to this Amendment, the The representations and warranties of the Borrower contained in each Article V of the Credit Documents Agreement are and will be true and correct in all material respects on and as of the date hereof Amendment Effective Date to the same extent as though made on and as of such date dates (except to the extent that in those cases where such representations and warranties specifically refer representation or warranty expressly relates to an earlier date, in which case they shall be such representations and warranties were true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects)date, and except for changes in factual circumstances permitted hereunder), provided that the representations and warranties contained in Section 6.05 5.20 of the Credit Agreement shall is qualified insofar as the Borrower will be deemed required to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statements.file this Amendment No. 1 in connection with its compliance with its periodic reporting obligations; and (evii) No Default or Event of Default shall exist immediately prior to has occurred and is continuing, both before and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithNo. 1.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The execution, delivery delivery, and performance by the Borrower of this Agreement and the Amendment has New Note and the consummation of the transactions contemplated thereby (i) do not contravene the Organizational Documents of the Borrower, (ii) have been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; , and (iii) are within the Borrower's powers. (b) This Agreement has been duly executed and delivered by the Borrower and constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with this Agreement's terms, except as it is hypothetically affected by (i) the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, or other similar laws affecting the rights and remedies of creditors generally and (ii) the effect of general principles of equity (c) The execution, delivery, and performance by the Borrower of this Agreement and the New Note and the consummation of the transactions contemplated thereby, (i) do not and will not conflict with or result in any breach or contravention of, or the creation of any Lien under, (ix) any material Contractual Obligation to which the Borrower is a party or (iiy) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property property is subject; , (cii) result in the creation of any Lien (other than Permitted Liens); or (d) do not violate any Law applicable to the Borrower Law, and the Amendment(iii) do not require any authorization, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or any notice to, to or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect)Authority. (d) After giving effect to this AmendmentAgreement and any other New Lender Agreements, the representations and warranties contained Borrower will be in each compliance with the limitation set forth in the first sentence in clause (a) of Section 2.15 of the Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsAgreement. (e) No Default or Event The resolutions duly adopted by the respective boards of Default shall exist immediately prior directors of the general partner of the Borrower and the Guarantors on [date] are sufficient to authorize this Agreement, the New Note, and after giving effect to (i) this Amendment the Guaranty thereof, as applicable, and (ii) any Credit Extension made such resolutions remain in connection herewithfull force and effect.

Representations and Warranties of the Borrower. The Borrower Each Credit Party represents and warrants as follows: (a) The It has taken all necessary action to authorize the execution, delivery and performance by the Borrower of the Amendment has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the this Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The This Amendment has been duly executed and delivered by the Borrower. The Amendment each Credit Party and constitutes each Credit Party’s legal, valid and binding obligations of the Borrowerobligation, enforceable against the Borrower in accordance with its terms, except to the extent the as such enforceability thereof may be limited by applicable Debtor Relief Laws subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and by equitable (ii) general principles of law equity (regardless of whether enforcement such enforceability is sought considered in equity a proceeding at law or at law) and implied covenants of good faith and fair dealingin equity). (c) No consent, approval, consent, exemption, authorizationauthorization or order of, or other action byfiling, registration or notice to, or filing qualification with, any Governmental Authority court or any other Person governmental authority or third party is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower by any Credit Party of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect)Amendment. (d) After giving effect to this Amendment, the The representations and warranties contained in each Article VII of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be have been true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects)date, and except that for purposes of this Amendment, the representations and warranties contained in Section 6.05 of the Credit Agreement 7.14 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(aclauses (i) and (b) ii), respectively, of the Credit Agreement and to the date of such financial statementsSection 6.1(f). (e) No Default or Event of Default shall exist immediately prior to and after After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default. (if) The Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral Documents and prior to all Liens other than Permitted Liens. (g) The Secured Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims. (iih) any After giving effect to the incurrence of the Additional Revolving Commitments on a pro forma basis (and for purposes of the calculations under this clause (h) assuming that the Additional Revolving Commitments are fully drawn) the Borrower is in compliance with the financial covenants set forth in Section 9.15 of the Credit Extension made in connection herewithAgreement recomputed as of the end of the latest fiscal quarter for which internal financial statements are available.

Representations and Warranties of the Borrower. The 3.1 In order to induce the Lender to enter into and execute this Agreement and to make the Loan to the Borrower, as of the date hereof, the Borrower represents and warrants to the Lender as follows: (a) A. The executionBorrower has full power to enter into and execute this Agreement and the Loan Documents and to consummate the transaction contemplated thereby. B. The Borrower has heretofore delivered to Lender a true, delivery accurate and performance by the Borrower complete copy of its organizational documents, together with all amendments thereto, including a complete and accurate listing of all parties of the Amendment entity with ownership percentages, as applicable. C. The Borrower has been duly authorized by all necessary corporate or other organizational action and does not (a) contravene heretofore delivered to the terms Lender the financial statements of the Borrower’s Organization Documents; (b) conflict with . D. There are no actions, suits or result in any breach proceedings pending, or contravention to the knowledge of the Borrower, threatened: (i) involving the validity or enforceability of this Agreement or any Contractual Obligation to which of the Borrower is party Loan Documents; or (ii) any order, injunction, writ or decree involving the priority of any Governmental Authority lien created by, or granted pursuant to, any arbitral award to which of the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens)Loan Documents; or (diii) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) only, as would not reasonably be expected to have a Material Adverse Effect. (b) The Amendment has been duly executed and delivered by the Borrower. The Amendment constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws following would have a material, adverse effect on the Borrower's ability to perform under the Loan Documents, against or affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity the Borrower or at law) and implied covenants of good faith and fair dealingthe Property. (c) No approvalE. The Borrower has obtained all licenses, consentpermits, exemptionauthorizations, authorizationconsents or approvals from all appropriate public or private boards and bodies necessary for the ownership of the Property, and all such licenses, permits, authorizations, consents or other action byapprovals are or will be, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect. F. The Borrower is not in default of any of the material provisions of any of the Loan Documents. G. The Property has adequate rights of access to public ways and all water, (b) filings to perfect security interests granted pursuant sanitary sewer and storm drain facilities. All public utilities necessary or convenient to the Amendment full use and (c) approvalsenjoyment of the Property are available to the Property, consentsand if not now installed the same shall be constructed and installed to service the Property. H. No representation or warranty of the Borrower contained in this Agreement or in any of the Loan Documents, exemptionsand no statement contained in any certificate, authorizationsschedule, list, financial statement or other instrument furnished to the Lender by or on behalf of the Borrower contains, or other actionswill contain, notices any untrue statement of a material fact, or filings omits, or will omit, to state a material fact necessary to make the failure to procure which would statements contained herein or therein not reasonably be expected to have a Material Adverse Effect)materially misleading. (d) After giving effect to 3.2 All warranties and representations of the Borrower contained herein shall survive the execution of this Amendment, the Agreement and any advances made in accordance with this Agreement. All such representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and shall be deemed to be remade as of the date hereof as though made on of each request for an advance under the Loan and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) and (b) of the Credit Agreement and to the date of such financial statementsdate. (e) No Default or Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewith.

Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) The a true and correct copy of the resolutions adopted by the Borrower approving or consenting to such increase are attached hereto as Exhibit A, and such resolutions have not been amended, altered or repealed and are in effect on the date hereof; (b) the execution, delivery and performance by the Borrower of this Agreement are within the Amendment has Borrower’s legal powers, have been duly authorized by all necessary corporate or other organizational partnership action and does do not (ai) contravene the terms of the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation to which the Borrower is party or Partnership Agreement, (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to Governmental Rule, the Borrower and the Amendment, except, in the case violation of clause (b) or (d) only, as would not which could reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in the breach of, or constitute a default under, any loan agreement, indenture, mortgage, deed of trust or lease, or any other contract or instrument binding on or affecting the Borrower or any Subsidiary or any of their respective properties, the conflict, breach or default of which could reasonably be expected to have a Material Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower, other than Liens permitted by the Credit Agreement. (bc) The Amendment has been duly executed and delivered no Governmental Action is required for the due execution, delivery or performance by the Borrower. The Amendment Borrower of this Agreement; (d) this Agreement constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, except to the extent as the enforceability thereof may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and or by equitable general principles of law equity (regardless of whether enforcement such enforceability is sought considered in equity any proceeding in law or at law) and implied covenants of good faith and fair dealing.in equity); (ce) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery and performance of this Agreement does not adversely affect the enforceability of any Lien of the Security Documents; (f) there is no pending or, to the knowledge of the Borrower, threatened action or performance by, or enforcement against, proceeding affecting the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effector any Subsidiary before any Governmental Person, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, referee or other actions, notices or filings the failure to procure which would not arbitrator that could reasonably be expected to have a Material Adverse Effect).; (dg) After giving effect to this Amendment, the representations and warranties contained in each Article IV of the Credit Agreement and the other Credit Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be are true and correct in all material respects on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects)date, and except that the representations and warranties contained in Section 6.05 4.05 of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(aclauses (c) and (b) d), respectively, of Section 5.01 of the Credit Agreement and to the date of such financial statements.Agreement, and (eh) No Default no event has occurred and is continuing, or Event would result from the effectiveness of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithAgreement, which constitutes a Default.

Representations and Warranties of the Borrower. (a) The Borrower hereby represents and warrants to the Bank as follows: (ai) The executionBorrower has the power, delivery and performance by the Borrower of the Amendment has been duly authorized by taken all necessary corporate or other organizational action and does not (a) contravene the terms of to authorize the Borrower’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any Contractual Obligation , to which execute and deliver this Waiver and Amendment and to perform its duties and obligations under the Borrower is party or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; (c) result in the creation of any Lien (other than Permitted Liens); or (d) violate any Law applicable to the Borrower and the Amendment, except, in the case of clause (b) or (d) onlyAgreement, as would not reasonably be expected to have a Material Adverse Effect. (b) The amended by this Waiver and Amendment in accordance with their respective terms. This Waiver and Amendment has been duly executed and delivered by a duly authorized officer of the Borrower. The , and this Waiver and Amendment constitutes is a legal, valid and binding obligations obligation of the Borrower, Borrower enforceable against the Borrower in accordance with its terms, except to the extent the as such enforceability thereof may be limited by (A) the effect of any applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by equitable (B) general principles of law equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law) and implied covenants of good faith and fair dealing. (c) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment (other than (a) as have already been obtained and are in full force and effect, (b) filings to perfect security interests granted pursuant to the Amendment and (c) approvals, consents, exemptions, authorizations, or other actions, notices or filings the failure to procure which would not reasonably be expected to have a Material Adverse Effect). (dii) After giving effect to The execution and delivery of this Amendment, Waiver and Amendment and the representations and warranties contained in each performance of the Credit Documents Agreement, as amended hereunder do not and will not (A) contravene the Borrower’s by-laws or articles of incorporation, (B) require any governmental approval or any consent, waiver or other approval that has not been obtained already or (C) violate, conflict with, result in a material breach of, or constitute a material default under, (1) any contractual restriction, lease, instrument, agreement, indenture or mortgage to which the Borrower or any of its properties may be bound or (2) any law applicable to the Borrower. (iii) There are true and correct in all material respects on and as not, to the best of the date hereof as though made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier dateBorrower’s knowledge, in which case they shall be true and correct any court, before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits or proceedings, pending or threatened against or in all material respects any other way relating to or affecting (A) the Borrower or any of its properties or (B) the Agreement, as amended hereunder, except actions, suits or proceedings, that, if adversely determined, would not, singly or in the aggregate, have a materially adverse effect on and as of such earlier date (provided that representations and warranties that are qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects), and except that the representations and warranties contained in Section 6.05 financial condition of the Credit Borrower or the Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a) as amended by this Waiver and Amendment. (b) The Borrower hereby represents and warrants for the benefit of the Credit Agreement and to the date of such financial statements. (e) No Default or Bank that no Event of Default shall exist immediately prior to and after giving effect to (i) this Amendment and (ii) any Credit Extension made in connection herewithhas occurred or is continuing under the Agreement.