Common use of Representations and Warranties of the Credit Parties Clause in Contracts

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each Each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no No Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each (a) Each Credit Party representsis in good standing in its jurisdiction of incorporation or formation and is duly qualified in each jurisdiction where, warrants because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and covenants that:has all requisite power and authority to execute, deliver and perform this Amendment Agreement. (ab) The execution, delivery and performance by each Credit Party of this Amendment Agreement (i) have been duly authorized by all requisite action of the Credit Parties and all (ii) will not (A) contravene the terms of any Credit Party’s charter, by-laws or other organizational documents, (B) violate any provision of applicable law, or (C) conflict with or result in any material breach or contravention of, or the creation of any Lien under, any document evidencing any material contractual obligation to which any Credit Party is a party or any order, injunction, writ or decree of any governmental authority to which any Credit Party or its property is subject. (c) Each of the Credit Parties represents and warrants that the execution, delivery and performance by each of the Credit Parties of this Amendment Agreement and the documents and instruments delivered in connection herewith therewith have been duly authorized by all necessary corporate action required on its part, and that this Amendment and all documents and instruments delivered in connection herewith are Agreement is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms terms, except as such enforceability the enforcement thereof may be limited by general principles subject to (i) the effect of equity or any applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar laws relating to, or law affecting generally, the enforcement of applicable creditors’ rights generally and remedies(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law). (bd) Each of the Credit Parties hereby certifies that each of the representations and warranties set forth contained in the Transaction Credit Agreement and the other Loan Documents (as amended through the date hereof) is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that any such representations and warranties expressly representation or warranty is stated to relate solely to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct on and as of such earlier date. (e) After giving effect to this Amendment Agreement, and each no Default or Event of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of Default exists on the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Each Credit Party represents, represents and warrants and covenants thatas follows: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents the Credit Agreement, as amended hereby, are within such Credit Party’s corporate powers and instruments delivered in connection herewith have been duly authorized by all necessary action required on its partcorporate and, if required, shareholder action. This Amendment has been duly executed and this Amendment delivered by each Credit Party and all documents and instruments delivered in connection herewith are the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligations obligation of such Credit Party, enforceable in accordance with its terms, subject to applicable Debtor Relief Laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law); (b) The execution, delivery and performance of this Amendment and the Credit Agreement, as amended hereby (i) do not require such Credit Party or any of its Subsidiaries to obtain or make any material 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 except for any filing which, if required, will be timely made, (ii) will not result in the violation by such Credit Party or any of its Subsidiaries of any applicable law or regulation or the charter, by-laws or other organizational documents of such Credit Party enforceable against or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any material indenture, agreement or other instrument binding upon such Credit Party in accordance with or any of its terms except as such enforceability may be limited by general principles Subsidiaries or any of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating totheir respective assets, or affecting generallygive rise to a right thereunder to require any payment to be made by such Credit Party or any of its Subsidiaries, and (iv) will not result in the enforcement creation or imposition of applicable creditors’ rights and remedies.any Lien on any asset of such Credit Party or any of its Subsidiaries; (bc) each of the The representations and warranties set forth in Article III of the Transaction Documents is Credit Agreement are true and correct on and as of the date hereof as if made on the date hereof, in all material respects (except to the extent such representations and warranties expressly relate to an earlier datequalified by materiality, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Partyall respects); (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree.and (d) no Event of No Default has occurred or and is continuing under this Amendment or any other Transaction Documentcontinuing.

Representations and Warranties of the Credit Parties. To induce each Lender and the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantors represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Guarantor is a corporation duly organized, validly existing and, in the case of the Borrower, authorized to transact business under the laws of the State of its incorporation, and, in the case of the Guarantor, in good standing under the laws of the State of its incorporation. (b) The execution, delivery and performance by each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party are within such Credit Party's corporate powers, (i) have been duly authorized by all necessary action required corporate action, (ii) do not contravene (A) such Credit Party's charter or by-laws, as the case may be, or (B) any law, rule or regulation (including, without limitation, the Public Utility Holding Company Act of 1935, as amended), or any material Contractual Obligation or legal restriction, binding on its partor affecting any Credit Party or any Material Subsidiary, as the case may be, and (iii) do not require the creation of any Lien on the property of any Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as have been obtained or made and all documents that are in full force and instruments delivered in connection herewith are effect. (d) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws affecting creditors' rights generally and subject to general principles of equity, liquidation regardless of whether considered in a proceeding in equity or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesat law. (be) each The consolidated balance sheet of the representations Guarantor and warranties set forth its Subsidiaries as at September 30, 2003, and the related statements of income and retained earnings of the Guarantor and its Subsidiaries for the nine months then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of the Guarantor and its Subsidiaries as at such date and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (f) Since December 31, 2002, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties or of Columbia. (g) There is no pending or threatened action, proceeding or investigation affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Material Subsidiaries, of all or a material portion of their respective businesses or assets. (h) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock. (i) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (j) Schedule B (Actuarial Information) to the 2002 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (k) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (m) No Credit Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (n) The Guarantor is a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, registered in compliance therewith. (o) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (p) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, the Public Utility Holding Company Act of 1935, as amended, and all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cq) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification returns on investment, or any other agreement that restricts the ability of such Subsidiary to the terms of make any Indebtednesspayment, Equity Interests directly or other securities of any indirectly, to such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreeother than prohibitions and restrictions permitted to exist under Section 6.01(e). (dr) no Event of Default has occurred or is continuing under this Amendment The information, exhibits and reports furnished by the Borrower or any other Transaction Documentof its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Credit Documents, taken as a whole, do not contain any material misstatement of fact and do not omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made.

Representations and Warranties of the Credit Parties. To induce the Agent Lender to execute and deliver this Amendment, each the Credit Party represents, warrants Parties represent and covenants warrant that: (a) The the execution, delivery and performance by each the Initial Credit Parties and the New Credit Party of this Amendment and all documents and instruments delivered in connection herewith have has been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are constitutes the legal, valid and binding obligations obligation of such the Initial Credit Party Parties and the New Credit Party, enforceable against such Initial Credit Parties and the New Credit Party in accordance with its terms terms, except as such enforceability the enforcement thereof may be limited by general principles subject to (i) the effect of equity or any applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar laws relating to, or law affecting generally, the enforcement of applicable creditors’ rights generally and remedies.(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law); (b) no Default or Event of Default has occurred and is continuing and each of the representations and warranties set forth contained in the Transaction LSA and the other Loan Documents is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Loan Documents is are hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.; (c) Neither the execution, delivery and performance of this Amendment nor and the Genesis Acquisition Agreement and the consummation of the transactions contemplated hereby this Amendment and the Genesis Acquisition Agreement do not and shall not contravene, result in a breach of, or thereby does or shall violate (i) result in a violation any provision of any Initial Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or the New Credit Party’s corporate charter or bylaws or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict withany material law or regulation, or constitute a breach any order or default decree of any court or government instrumentality or (iii) any material indenture, mortgage, deed of trust, lease, agreement or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or other instrument to which any Initial Credit Party or the New Credit Party is a partyparty or by which any Initial Credit Party or the New Credit Party or any of their respective property is bound; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree.and (d) no Event of Default has occurred all reports, documents, notices or is continuing under approvals required to be filed or furnished to or obtained from any Governmental Authority in connection with this Amendment have been filed or any other Transaction Documentfurnished to or obtained from such Governmental Authority.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantor represents and warrants and covenants thatas follows: (ai) Each of the Borrower and the Guarantor is a corporation duly organized, validly existing and, in the case of the Borrower, authorized to transact business under the laws of the State of its incorporation, and, in the case of the Guarantor, in good standing under the laws of the State of its incorporation. (j) The execution, delivery and performance by each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party (i) are within such Credit Party’s corporate powers, (ii) have been duly authorized by all necessary action required corporate action, (iii) do not contravene (A) such Credit Party’s charter or by-laws, as the case may be, or (B) any law, rule or regulation, or any material Contractual Obligation or legal restriction, binding on its partor affecting such Credit Party or any Material Subsidiary, as the case may be, and (iv) do not require the creation of any Lien on the property of such Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (k) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as (i) have been obtained or made and all documents that are in full force and instruments delivered in connection herewith effect or (ii) are not presently required under applicable law and have not yet been applied for. (l) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediessubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (bm) each The consolidated balance sheet of the representations Guarantor and warranties set forth its Subsidiaries dated as of December 31, 2012, and the related statements of income and retained earnings of the Guarantor and its Subsidiaries for the fiscal year then ended, copies of which have been made available or furnished to each Lender, fairly present the financial condition of the Guarantor and its Subsidiaries as at such date and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (n) Since December 31, 2012, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties or of Columbia. (o) There is no pending or threatened action, proceeding or investigation affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement or any promissory notes executed pursuant hereto, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Material Subsidiaries, of all or a material portion of their respective businesses or assets. (p) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan or Letter of Credit hereunder will be used to buy or carry any Margin Stock. (q) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (r) Schedule B (Actuarial Information) to the 2011 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (s) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (t) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (u) No Credit Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (v) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (w) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cx) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification returns on investment, or any other agreement that restricts the ability of such Subsidiary to the terms of make any Indebtednesspayment, Equity Interests directly or other securities of any indirectly, to such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreeother than prohibitions and restrictions permitted to exist under Section 6.01(e). (dy) no Event The information, exhibits and reports furnished by the Guarantor or any of Default its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Credit Documents, taken as a whole, do not contain any material misstatement of fact and do not omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made. (z) Neither the Guarantor nor the Borrower, nor any of its respective directors or officers, nor, to the knowledge of the Guarantor or Borrower, any brokers or other agents acting or benefiting in any capacity in connection with the Extensions of Credit, or any of its respective parents, subsidiaries, or affiliates is a Designated Person. (aa) Neither the Guarantor nor the Borrower nor any of its Subsidiaries nor, to the knowledge of the Guarantor or Borrower (or its Subsidiaries), any director, officer, agent or employee of such Persons are aware of or has occurred taken any action, directly or is continuing under this Amendment indirectly, that violates the FCPA or any other Transaction Documentapplicable anti-corruption laws, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA or any other applicable anti-corruption laws. The Guarantor and the Borrower and their respective Subsidiaries have conducted their businesses in compliance with applicable anti-corruption laws and the FCPA and will maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

Representations and Warranties of the Credit Parties. To induce Effective as of the Agent to execute Closing Date and deliver this Amendmentthe date each Domestic Subsidiary delivers a Joinder Agreement, each Credit Party represents, represents and warrants and covenants to each of the other parties hereto that: (a) The executionthe representations and warranties set forth in Section 28.1 of the Lease are true and correct (unless such relate solely to an earlier point in time), and the Lessee has delivered to the Agent the financial statements and other reports referred to in Article XXVIII of the Lease; (b) the execution and delivery by each Credit Party of this Agreement and the other applicable Operative Agreements as of such date and the performance by each Credit Party of its respective obligations under this Amendment Agreement and all documents and instruments delivered in connection herewith the other applicable Operative Agreements are within the corporate, partnership or limited liability company (as the case may be) powers of each Credit Party, have been duly authorized by all necessary corporate, partnership or limited liability company (as the case may be) action required on its partthe part of each Credit Party (including without limitation any necessary shareholder action), have been duly executed and delivered, have received all necessary governmental approvals, and do not and will not (i) violate any Legal Requirement which is binding on any Credit Party or any of its Subsidiaries, (ii) contravene or conflict with, or result in a breach of, any provision of the articles of incorporation, by-laws or other organizational documents of any Credit Party or any of its Subsidiaries or of any agreement, indenture, instrument or other document which is binding on any Credit Party or any of its Subsidiaries or (iii) result in, or require, the creation or imposition of any Lien (other than pursuant to the terms of the Operative Agreements) on any asset of any Credit Party or any of its Subsidiaries; (c) this Amendment Agreement and all documents the other applicable Operative Agreements, executed prior to and instruments delivered in connection herewith are as of such date by any Credit Party, constitute the legal, valid and binding obligations obligation of such Credit Party Party, as applicable, enforceable against such Credit Party Party, as applicable, in accordance with its terms except as their terms. Each Credit Party has executed the various Operative Agreements required to be executed by such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct Credit Party as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.; (cd) Neither there are no material actions, suits or proceedings pending or, to our knowledge, threatened against any Credit Party in any court or before any Governmental Authority (nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the execution, delivery and full performance of this Amendment nor the consummation of the transactions any Operative Agreement or any transaction contemplated hereby or thereby does or shall thereby) that (i) result in a violation of concern any Property or any Credit Party’s certificate of incorporation's interest therein, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, question the validity or constitute a breach or default (or an event which, with notice or lapse enforceability of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument Operative Agreement to which any Credit Party is a party; party or the overall transaction described in the Operative Agreements to which any Credit Party is a party or (iii) result in have or could reasonably be expected to have a Material Adverse Effect; provided for purposes of disclosure, the Credit Parties have described -------- the litigation set forth on Exhibit K; --------- (e) no Governmental Action by any “price reset” Governmental Authority or other material change in authorization, registration, consent, approval, waiver, notice or other modification action by, to the terms or of any Indebtednessother Person pursuant to any Legal Requirement, Equity Interests contract, indenture, instrument or agreement or for any other securities reason is required to authorize or is required in connection with (i) the execution, delivery or performance of any Credit Party; Operative Agreement, (ii) the legality, validity, binding effect or enforceability of any Operative Agreement, (iii) the acquisition, ownership, construction, completion, occupancy, operation, leasing or subleasing of any Property or (iv) the Advance, in each case, except those which have been obtained and are in full force and effect; (f) upon the execution and delivery of each Lease Supplement to the Lease, (i) the Lessee will have unconditionally accepted the Property subject to the applicable Lease Supplement and will have a valid and subsisting leasehold interest in such Property, subject only to the Permitted Liens, and (ii) no offset will exist with respect to any Rent or other sums payable under the Lease; (g) [not used] (h) all information heretofore or contemporaneously herewith furnished by each Credit Party or its Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all information hereafter furnished by or on behalf of each Credit Party or its Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified, and such information, taken as a whole, does not and will not omit to state any material fact necessary to make such information, taken as a whole, not misleading; (i) the principal place of business, chief executive office and office of the Lessee where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, the state of formation of the Lessee is the State of Delaware and the states of formation and the chief executive offices of each other Credit Party are located at the places set forth in Exhibit L; --------- (j) the representations and warranties of each Credit Party set forth in any of the Operative Agreements are true and correct in all material respects on and as of each such date as if made on and as of such date; each Credit Party is in all material respects in compliance with its obligations under the Operative Agreements and there exists no Default or Event of Default under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement or otherwise waived in accordance with the applicable Operative Agreement; no Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance; (k) as of the Closing Date, each Property is a Permitted Facility; each Property consists of Land and existing Improvements thereon which Improvements are suitable for occupancy; each Property is located in one of the Approved States; each Property is well-performing (as that term is used in Lessee's financial statements); and Lessee intends to continue operating each Property as a violation Permitted Facility; (l) as of the Closing Date, the Lessor has good and marketable fee simple title to each Property, subject only to (i) such Liens referenced in Sections 6.2(q)(i) and 6.2(q)(ii) and (ii) subject to Section 5.7, Permitted Liens after the Closing Date; (m) as of the Closing Date, no portion of any lawProperty is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, ruleor if any such Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, regulationthen flood insurance has been obtained for such Property in accordance with Section 14.2(b) of the Lease and in accordance with the National Flood Insurance Act of 1968, orderas amended; (n) as of the Closing Date, judgment each Property complies with all Insurance Requirements and all standards of Lessee with respect to similar properties owned by Lessee; (o) as of the Closing Date, each Property complies with all Legal Requirements as of such date (including without limitation all zoning and land use laws and Environmental Laws), except to the extent that failure to comply therewith, individually or decreein the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect; (p) as of the Closing Date, all utility services and facilities necessary for the operation of the Improvements and the operation of the Equipment regarding each Property (including without limitation gas, electrical, water and sewage services and facilities) are available at the applicable Land; (i) the Security Documents create, as security for the Obligations, valid and enforceable security interests in, and Liens on, all of the Collateral, in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements, and such security interests and Liens are subject to no other Liens other than Liens that are expressly set forth as title exceptions on the title policies issued under Section 5.3(g) with respect to the applicable Property, to the extent such title policies have been approved by the Agent, the Lenders and the Holders; upon recordation of the Mortgage Instrument in the real estate recording office in the applicable Approved State identified by the Lessee, the Lien created by the Mortgage Instrument in the real property described therein shall be a perfected first priority mortgage Lien on such real property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; to the extent that the security interests in the portion of the Collateral comprised of personal property can be perfected by filing in the filing offices in the applicable Approved States or elsewhere identified by the Lessee, upon filing of the Lender Financing Statements in such filing offices, the security interests created by the Security Agreement shall be perfected first priority security interests in such personal property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; and (ii) the Lease Agreement creates, as security for the obligations of the Lessee under the Lease Agreement, valid and enforceable security interests in, and Liens on, each Property leased thereunder, in favor of the Lessor, and such security interests and Liens are subject to no other Liens other than Liens that are expressly set forth as title exceptions on the title policies issued under Section 5.3(g) with respect to the applicable Property, to the extent such title policies have been approved by the Agent, the Lenders and the Holders; upon recordation of the memorandum of the Lease Agreement (or a short form lease) in the real estate recording office in the applicable Approved State identified by the Lessee, the Lien created by the Lease Agreement in the real property described therein shall be a perfected first priority mortgage Lien on such real property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; to the extent that the security interests in the portion of any Property comprised of personal property can be perfected by the filing in the filing offices in the applicable Approved State or elsewhere identified by the Lessee upon filing of the Lessor Financing Statements in such filing offices, a security interest created by the Lease Agreement shall be a perfected first priority security interest in such personal property in favor of the Lessor, which security interest pursuant to the Lessor Financing Statements is assigned to the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; (r) as of the Closing Date, the sum of the Lessee's available cash balances and the available funds under its revolving credit facility is at least $50 million. (ds) no Event the Improvements as to each Property comply with all applicable Legal Requirements (including without limitation all applicable Environmental Laws and building, planning, zoning and fire codes), except to the extent the failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect; such Improvements are (i) within (A) the boundary lines of Default has occurred the Property and (B) any building restriction lines or is continuing under setbacks and (ii) do not encroach in any manner onto any adjoining land (except as permitted by express written easements, which have been approved by the Agent); (t) [not used] (u) as of the Closing Date, each Domestic Subsidiary (formed prior to or on such date) shall have executed this Amendment or any other Transaction DocumentAgreement in its capacity as a Guarantor. (v) [not used] (w) [not used]

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each (a) Each Credit Party representsis in good standing in its jurisdiction of incorporation or formation and is duly qualified in each jurisdiction where, warrants because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and covenants that:has all requisite power and authority to execute, deliver and perform this Amendment Agreement. (ab) The execution, delivery and performance by each Credit Party of this Amendment Agreement (i) have been duly authorized by all requisite action of the Credit Parties and all (ii) will not (A) contravene the terms of any Credit Party’s charter, by-laws or other organizational documents, (B) violate any provision of applicable law, or (C) conflict with or result in any material breach or contravention of, or the creation of any Lien under, any document evidencing any material contractual obligation to which any Credit Party is a party or any order, injunction, writ or decree of any governmental authority to which any Credit Party or its property is subject. (c) Each of the Credit Parties represents and warrants that the execution, delivery and performance by each of the Credit Parties of this Amendment Agreement and the documents and instruments delivered in connection herewith therewith have been duly authorized by all necessary corporate action required on its part, and that this Amendment and all documents and instruments delivered in connection herewith are Agreement is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms terms, except as such enforceability the enforcement thereof may be limited by general principles subject to (i) the effect of equity or any applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar laws relating to, or law affecting generally, the enforcement of applicable creditors’ rights generally and remedies(ii) general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law). (bd) Each of the Credit Parties hereby certifies that each of the representations and warranties set forth contained in the Transaction Credit Agreement and the other Loan Documents (as amended through the date hereof) is true and correct in all material respects on and as of the date hereof as if made on the date hereof, except to the extent that any such representations and warranties expressly representation or warranty is stated to relate solely to an earlier date, in which case such representations and warranties representation or warranty shall be true and correct on and as of such earlier date. (e) After giving effect to this Amendment Agreement, and each no Default or Event of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of Default exists on the date hereof. (cf) Neither the executionSince December 31, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby 2010, no Vessel owned or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which operated by any Credit Party is a party; (iii) has suffered any damage or caused damage to any other Person that could reasonably be expected to result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of an expenditure by any Credit Party; or (iv) result Party of an amount in a violation excess of any law$400,000, ruleother than the MxXxx Sons grounding incident occurring on April 23, regulation, order, judgment or decree2011. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantors represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Guarantor 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 each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party are within such Credit Party's corporate powers, (i) have been duly authorized by all necessary action required corporate action, (ii) do not contravene (A) such Credit Party's charter or by-laws, as the case may be, or (B) any law, rule or regulation (including, without limitation, the Public Utility Holding Company Act of 1935, as amended), or any material Contractual Obligation or legal restriction, binding on its partor affecting any Credit Party or any Material Subsidiary, as the case may be, and (iii) do not require the creation of any Lien on the property of any Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as have been obtained or made and all documents that are in full force and instruments delivered in connection herewith are effect. (d) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws affecting creditors' rights generally and subject to general principles of equity, liquidation regardless of whether considered in a proceeding in equity or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesat law. (be) each The balance sheets of the representations Guarantor as at December 31, 2001, and warranties set forth the related statements of income and retained earnings of the Guarantor for the fiscal year then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of the Guarantor as at such date and the results of the operations of the Guarantor for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. The balance sheet of Columbia as at December 31, 2001, and the related statements of income and retained earnings of Columbia for the fiscal year then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of Columbia as at such date and the results of the operations of Columbia for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (f) Since December 31, 2001, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties or of Columbia. (g) There is no pending or threatened action or proceeding affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Subsidiaries, of all or a material portion of their respective businesses or assets. (h) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock. (i) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (j) Schedule B (Actuarial Information) to the 2000 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (k) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (m) No Credit Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (n) The Guarantor is a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, registered in compliance therewith. (o) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (p) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, the Public Utility Holding Company Act of 1935, as amended, and all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cq) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification returns on investment, or any other agreement that restricts the ability of such Subsidiary to the terms of make any Indebtednesspayment, Equity Interests directly or other securities of any indirectly, to such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreeother than prohibitions and restrictions permitted to exist under Section 6.01(e). (dr) no Event of Default The Terminating Facilities have been, or concurrently herewith shall be, terminated and paid in full and all collateral security securing such facilities (if any) has occurred been, or is continuing under this Amendment or any other Transaction Documentconcurrently herewith shall be, released by the holders thereof.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantor represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Guarantor is a corporation duly organized, validly existing and, in the case of the Borrower, authorized to transact business under the laws of the State of its incorporation, and, in the case of the Guarantor, in good standing under the laws of the State of its incorporation. (b) The execution, delivery and performance by each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party (i) are within such Credit Party’s corporate powers, (ii) have been duly authorized by all necessary action required corporate action, (iii) do not contravene (A) such Credit Party’s charter or by-laws, as the case may be, or (B) any law, rule or regulation, or any material Contractual Obligation or legal restriction, binding on its partor affecting such Credit Party or any Material Subsidiary, as the case may be, and (iv) do not require the creation of any Lien on the property of such Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as (i) have been obtained or made and all documents that are in full force and instruments delivered in connection herewith effect or (ii) are not presently required under applicable law and have not yet been applied for. (d) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediessubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (be) The Referenced Annual Financial Statements, copies of which have been made available or furnished to each Lender, fairly present the financial condition of the representations Guarantor and warranties set forth its Subsidiaries as at the date thereof and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied. (f) The Referenced Quarterly Financial Statements, copies of which have been made available or furnished to each Lender, fairly present (subject to year end audit adjustments) the financial condition of the Guarantor and its Subsidiaries as at the date thereof and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied. (g) Since December 31, 2015, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties. (h) There is no pending or threatened action, proceeding or investigation affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement or any promissory notes executed pursuant hereto, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Material Subsidiaries, of all or a material portion of their respective businesses or assets. (i) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan or Letter of Credit hereunder will be used to buy or carry any Margin Stock. (j) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (k) Schedule SB (Actuarial Information) to the 2015 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule SB there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (m) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (n) No Credit Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (o) Each Credit Party has filed all federal, state and other material income tax returns required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (p) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cq) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification returns on investment, or any other agreement that restricts the ability of such Subsidiary to the terms of make any Indebtednesspayment, Equity Interests directly or other securities of any indirectly, to such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreeother than prohibitions and restrictions permitted to exist under Section 6.01(e). (dr) no Event of Default has occurred or is continuing under this Amendment The information, exhibits and reports furnished by the Guarantor or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Credit Documents, taken as a whole, do not contain any material misstatement of fact and do not omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made. (s) Each Credit Party and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance by each Credit Party and its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each Credit Party and its Subsidiaries and their respective officers and employees and, to the knowledge of such Credit Party and its Subsidiaries, its respective directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Credit Parties or its Subsidiaries or, to the knowledge of such Credit Party or its Subsidiaries, any of their respective directors, officers or employees, or (b) to the knowledge of the Credit Parties, any agent of the Credit Parties or any of their respective Subsidiaries which agent will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds hereunder or other Transaction DocumentTransactions will violate Anti-Corruption Laws or applicable Sanctions. (t) No Credit Party is an EEA Financial Institution.

Representations and Warranties of the Credit Parties. To In order to induce the Agent Lenders and the Agents to execute enter into this Amendment and deliver this Amendmentto induce the Lenders to make the Loans under the Credit Agreement, each Credit Party represents, hereby represents and warrants to the Lenders and covenants that: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct Agents on and as of the date hereof as if made on Restatement Date that: (i) Each Credit Party (A) is a duly organized or formed and validly existing limited liability company or other registered entity in good standing under the date hereoflaws of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property and assets and to transact the business in which it is engaged and (B) has duly qualified and is authorized to do business and is in good standing in all jurisdictions where it does business or owns assets, except to the extent such representations and warranties expressly relate to an earlier dateexcept, in which the case such representations and warranties shall of this clause (b), where the failure to be true and correct as of such earlier date, and each of the agreements and covenants so qualified could not reasonably be expected to result in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofa Material Adverse Effect. (cii) Neither Each Credit Party has the corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Amendment and the other Credit Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment nor and the other Credit Documents to which it is a party. Each Credit Party has duly executed and delivered this Amendment and the other Credit Documents to which it is a party and such Credit Documents constitute the legal, valid and binding obligation of such Credit Party enforceable against each Credit Party that is a party thereto in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, examinership, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). (iii) None of (A) the execution, delivery and performance by any Credit Party of this Amendment or the other Credit Documents to which it is a party and compliance with the terms and provisions thereof, (B) the consummation of the transactions contemplated hereby Transactions or thereby does or shall the other Credit Documents will (i1) contravene any applicable provision of any material Applicable Law of any Governmental Authority, other than U.S. Federal Cannabis Laws, (2) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a violation default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party’s certificate of incorporationParty or Subsidiary (other than Liens created under the Credit Documents) pursuant to, certificate of formation, bylaws, limited liability company agreement or other governing documents, or (I) the terms of any Capital Stock material indenture, loan agreement, lease agreement, mortgage or deed of trust, or (II) any other Equity Interests Material Contract, in the case of any Credit Party; of clauses (iiI) conflict with, or constitute a breach or default and (or an event which, with notice or lapse of time or both, would become a breach or defaultII) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party or Subsidiary is a party; party or by which it or any of its property or assets is bound or (iii3) result in violate any “price reset” provision of the Organization Documents or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities Permit of any Credit Party; Party or Subsidiary, except with respect to any conflict, breach or contravention or default (but not creation of Liens) referred to in clause (2), to the extent that such conflict, breach, contravention or default could not reasonably be expected to have a Material Adverse Effect. (iv) result No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person, and no consent or approval under any contract or instrument (other than those that have been duly obtained or made and which are in full force and effect, or if not obtained or made, individually or in the aggregate, could not reasonably be expected to have a violation Material Adverse Effect) is required for the consummation of the Transactions or the due execution, delivery or performance by any law, rule, regulation, order, judgment or decree. (d) no Event Credit Party of Default has occurred or is continuing under this Amendment or any other Transaction DocumentCredit Document to which it is a party, or for the due execution, delivery or performance of this Amendment or the other Credit Documents, in each case by any of the Credit Parties party thereto. There does not exist any judgment, order, injunction or other restraint issued or filed with respect to the transactions contemplated by the Credit Documents, the consummation of the Transactions, the making of the Loans or the performance by the Credit Parties of their Obligations under this Amendment and the other Credit Documents. (v) The representations and warranties of each Credit Party set forth in the Credit Agreement and in any other Credit 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 Restatement Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date).

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantors represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Parent Guarantor, and (as of the Effective Date) each of Old NiSource, PAC and CAC, 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 each of the Credit Party Parties, PAC and CAC of this Amendment the Merger Agreement and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party are within such Credit Party's or other Person's corporate powers, (i) have been duly authorized by all necessary action required corporate action, (ii) do not contravene (A) such Credit Party's or other Person's charter or by-laws, as the case may be, or (B) any law, rule or regulation (including, without limitation, the Public Utility Holding Company Act of 1935, as amended), or any material Contractual Obligation or legal restriction, binding on its partor affecting any Credit Party, PAC, CAC or any Material Subsidiary, as the case may be, and (iii) do not require the creation of any Lien on the property of any Credit Party, PAC, CAC or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party, PAC, CAC or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as have been obtained or made and all documents that are in full force and instruments delivered in connection herewith are effect. (d) Each of the Merger Agreement and each Credit Document to which any Credit Party, PAC or CAC is a party is a legal, valid and binding obligations obligation of such Credit Party or such other Person, as the case may be, enforceable against such Credit Party or such other Person in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws affecting creditors' rights generally and subject to general principles of equity, liquidation regardless of whether considered in a proceeding in equity or similar laws relating toat law. The Credit Parties have delivered to the Administrative Agent a true and correct copy of the Merger Agreement, and no material condition or affecting generallyother provision of the Merger Agreement has been waived, amended or supplemented except as described on SCHEDULE 4.01(d) or with the enforcement prior written consent of applicable creditors’ rights and remediesthe Required Lenders. (be) The balance sheet of Old NiSource as at June 30, 2000, and the related statements of income and retained earnings of Old NiSource for the six months then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of Old NiSource as at such date and the results of the representations operations of Old NiSource for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. To the best knowledge of each Credit Party, the balance sheet of the Company as at June 30, 2000, and warranties set forth the related statements of income and retained earnings of the Company for the six months then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of the Company as at such date and the results of the operations of the Company for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (f) Since June 30, 2000, there has been no material adverse change in such condition or operations, or in the Transaction Documents business, assets, operations, condition (financial or otherwise) or prospects of any of the Credit Parties or of the Company. (g) There is true and correct on and no pending or threatened action or proceeding affecting such Credit Party, PAC, CAC or any Material Subsidiary, before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or, as of the date hereof Initial Credit Event Date, that (i) purports to affect the legality, validity or enforceability of this Agreement, or (ii) seeks to challenge, or to prohibit, the consummation of the Transactions or to prohibit the ownership or operation, by any Credit Party, the Company, PAC or CAC, or any of their respective Subsidiaries, of all or a material portion of their respective businesses or assets. (h) The Parent Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock. (i) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (j) Schedule B (Actuarial Information) to the 1998 annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (k) Neither the Parent Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Parent Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (m) No Credit Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (i) Until the Effective Time: (A) neither New NiSource nor the Borrower is a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended; and (B) Old NiSource is such a public utility holding company, but is exempt from registration under such Act pursuant to an order under Section 3(a)(1) of such Act dated February 10, 1999; (ii) at the Effective Time, the Parent Guarantor will have obtained all necessary approvals for the execution and delivery of, and the performance of its obligations under, the Credit Documents; and (iii) within 5 Business Days after the Effective Time, the Parent Guarantor will be a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, registered in compliance therewith. (o) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (p) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, the Public Utility Holding Company Act of 1935, as amended, and all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cq) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification to the terms of any Indebtednessreturns on investment, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Documentagreement that restricts the ability of such Subsidiary to make any payment, directly or indirectly, to such Credit Party, other than prohibitions and restrictions permitted to exist under Section 6.01(e).

Representations and Warranties of the Credit Parties. To induce each Lender and the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that: (a) The the execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.; (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.; (c) Neither neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree.; and (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantor represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Guarantor is a corporation duly organized, validly existing and, in the case of the Borrower, authorized to transact business under the laws of the State of its incorporation, and, in the case of the Guarantor, in good standing under the laws of the State of its incorporation. (b) The execution, delivery and performance by each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party (i) are within such Credit Party’s corporate powers, (ii) have been duly authorized by all necessary action required corporate action, (iii) do not contravene (A) such Credit Party’s charter or by-laws, as the case may be, or (B) any law, rule or regulation, or any material Contractual Obligation or legal restriction, binding on its partor affecting such Credit Party or any Material Subsidiary, as the case may be, and (iv) do not require the creation of any Lien on the property of such Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as (i) have been obtained or made and all documents that are in full force and instruments delivered in connection herewith effect or (ii) are not presently required under applicable law and have not yet been applied for. (d) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediessubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (be) each The consolidated balance sheet of the representations Guarantor and warranties set forth its Subsidiaries dated as of December 31, 2013, and the related statements of income and retained earnings of the Guarantor and its Subsidiaries for the fiscal year then ended, copies of which have been made available or furnished to each Lender, fairly present the financial condition of the Guarantor and its Subsidiaries as at such date and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (f) The unaudited consolidated balance sheet of the Guarantor and its Subsidiaries as at June 30, 2014, and the related statements of income and retained earnings of the Guarantor and its Subsidiaries for the six-month period then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year end audit adjustments) the financial condition of the Guarantor and its Subsidiaries as at such date and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (g) Since December 31, 2013, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties or of Columbia. (h) There is no pending or threatened action, proceeding or investigation affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement or any promissory notes executed pursuant hereto, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Material Subsidiaries, of all or a material portion of their respective businesses or assets. (i) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock. (j) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (k) Schedule B (Actuarial Information) to the 2013 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (m) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (n) No Credit Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (o) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (p) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cq) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification returns on investment, or any other agreement that restricts the ability of such Subsidiary to the terms of make any Indebtednesspayment, Equity Interests directly or other securities of any indirectly, to such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreeother than prohibitions and restrictions permitted to exist under Section 6.01(e). (dr) no Event of Default has occurred or is continuing under this Amendment The information, exhibits and reports furnished by the Guarantor or any of its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Credit Documents, taken as a whole, do not contain any material misstatement of fact and do not omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made. (s) Each Credit Party and its Subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to ensure compliance by each Credit Party and its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each Credit Party and its Subsidiaries and their respective officers and employees and to the knowledge of such Credit Party and its Subsidiaries, its respective directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Credit Parties or its Subsidiaries or to the knowledge of such Credit Party or its Subsidiaries, any of their respective directors, officers or employees, or (b) to the knowledge of the Credit Parties, any agent of the Credit Parties or any of their respective Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing, use of proceeds or other Transaction DocumentTransactions will violate Anti-Corruption Laws or applicable Sanctions.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantor represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Guarantor is a corporation duly organized, validly existing and, in the case of the Borrower, authorized to transact business under the laws of the State of its incorporation, and, in the case of the Guarantor, in good standing under the laws of the State of its incorporation. (b) The execution, delivery and performance by each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party (i) are within such Credit Party’s corporate powers, (ii) have been duly authorized by all necessary action required corporate action, (iii) do not contravene (A) such Credit Party’s charter or by-laws, as the case may be, or (B) any law, rule or regulation, or any material Contractual Obligation or legal restriction, binding on its partor affecting such Credit Party or any Material Subsidiary, as the case may be, and (iv) do not require the creation of any Lien on the property of such Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as (i) have been obtained or made and all documents that are in full force and instruments delivered in connection herewith effect or (ii) are not presently required under applicable law and have not yet been applied for. (d) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediessubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (be) each The consolidated balance sheet of the representations Guarantor and warranties set forth its Subsidiaries as at March 31, 2006, and the related statements of income and retained earnings of the Guarantor and its Subsidiaries for the three months then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of the Guarantor and its Subsidiaries as at such date and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (f) Since December 31, 2005, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties or of Columbia. (g) There is no pending or threatened action, proceeding or investigation affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement or any promissory notes executed pursuant hereto, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Material Subsidiaries, of all or a material portion of their respective businesses or assets. (h) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan or Letter of Credit hereunder will be used to buy or carry any Margin Stock. (i) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (j) Schedule B (Actuarial Information) to the 2005 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (k) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (m) No Credit Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (n) The Guarantor is a “holding company” within the meaning of the Public Utility Holding Company Act of 2005 (“PUHCA 2005”). Pursuant to PUHCA 2005, the Guarantor is subject to the limited jurisdiction of the Federal Energy Regulatory Commission, and any State commission with jurisdiction to regulate a public utility company in the Guarantor’s holding company system, with respect to access to the books and records of the Guarantor and its subsidiaries and affiliates (o) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (p) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cq) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification returns on investment, or any other agreement that restricts the ability of such Subsidiary to the terms of make any Indebtednesspayment, Equity Interests directly or other securities of any indirectly, to such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreeother than prohibitions and restrictions permitted to exist under Section 6.01(e). (dr) no Event of Default has occurred or is continuing under this Amendment The information, exhibits and reports furnished by the Guarantor or any other Transaction Documentof its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Credit Documents, taken as a whole, do not contain any material misstatement of fact and do not omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made.

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each Each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except 0 = 1 US_143161607v2 to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no No Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce each Lender and the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event of Default has occurred or is continuing under this Amendment Agreement or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantors represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Guarantor 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 each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party are within such Credit Party's corporate powers, (i) have been duly authorized by all necessary action required corporate action, (ii) do not contravene (A) such Credit Party's charter or by-laws, as the case may be, or (B) any law, rule or regulation (including, without limitation, the Public Utility Holding Company Act of 1935, as amended), or any material Contractual Obligation or legal restriction, binding on its partor affecting any Credit Party or any Material Subsidiary, as the case may be, and (iii) do not require the creation of any Lien on the property of any Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as have been obtained or made and all documents that are in full force and instruments delivered in connection herewith are effect. (d) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws affecting creditors' rights generally and subject to general principles of equity, liquidation regardless of whether considered in a proceeding in equity or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesat law. (be) The balance sheet of Old NiSource as at September 30, 2000, and the related statements of income and retained earnings of Old NiSource for the nine months then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of Old NiSource as at such date and the results of the representations operations of Old NiSource for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. The balance sheet of Columbia as at September 30, 2000, and warranties set forth the related statements of income and retained earnings of Columbia for the nine months then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of Columbia as at such date and the results of the operations of Columbia for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (f) Since September 30, 2000, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties or of Columbia. (g) There is no pending or threatened action or proceeding affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Subsidiaries, of all or a material portion of their respective businesses or assets. (h) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan hereunder will be used to buy or carry any Margin Stock. (i) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (j) Schedule B (Actuarial Information) to the 1999 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (k) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (m) No Credit Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (n) The Guarantor is a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, registered in compliance therewith. (o) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (p) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, the Public Utility Holding Company Act of 1935, as amended, and all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cq) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification to the terms of any Indebtednessreturns on investment, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Documentagreement that restricts the ability of such Subsidiary to make any payment, directly or indirectly, to such Credit Party, other than prohibitions and restrictions permitted to exist under Section 6.01(e).

Representations and Warranties of the Credit Parties. To induce Effective as of the Agent to execute Initial Closing Date, the date of each Advance and deliver this Amendmentthe Rent Commencement Date, each Credit Party represents, represents and warrants and covenants to each of the other parties hereto that: (a) [Intentionally Omitted] (b) The execution, execution and delivery by each Credit Party of this Agreement and the other applicable Operative Agreements as of such date and the performance by each Credit Party of its respective obligations under this Amendment Agreement and all documents and instruments delivered in connection herewith the other applicable Operative Agreements are within the corporate, partnership or limited liability company (as the case may be) powers of each Credit Party, have been duly authorized by all necessary corporate, partnership or limited liability company (as the case may be) action required on its partthe part of each Credit Party (including without limitation any necessary shareholder action), have been duly executed and delivered, have received all necessary governmental approval, and this Amendment do not and all will not (i) violate any Legal Requirement which is binding on any Credit Party or any of its Subsidiaries, (ii) contravene or conflict with, or result in a breach of, any provision of the Articles of Incorporation, By-Laws or other organizational documents of any Credit Party or any of its Subsidiaries or of any agreement, indenture, instrument or other document which is binding on any Credit Party or any of its Subsidiaries or (iii) result in, or require, the creation or imposition of any Lien (other than pursuant to the terms of the Operative Agreements) on any asset of any Credit Party or any of its Subsidiaries; (c) This Agreement and instruments delivered in connection herewith are the other applicable Operative Agreements, executed prior to and as of such date by any Credit Party, constitute the legal, valid and binding obligations obligation of such Credit Party Party, as applicable, enforceable against such Credit Party Party, as applicable, in accordance with its terms except as their terms. Each Credit Party has executed the various Operative Agreements required to be executed by such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct Credit Party as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.; (cd) Neither There are no material actions, suits or proceedings pending or, to our knowledge, threatened against any Credit Party in any court or before any Governmental Authority (nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Authority to set aside, restrain, enjoin or prevent the execution, delivery and full performance of this Amendment nor the consummation of the transactions any Operative Agreement or any transaction contemplated hereby or thereby does or shall thereby) that (i) result in a violation of concern any Property or any Credit Party’s certificate of incorporation's interest therein, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, question the validity or constitute a breach or default (or an event which, with notice or lapse enforceability of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument Operative Agreement to which any Credit Party is a party; party or the overall transaction described in the Operative Agreements to which any Credit Party is a party or (iii) result in have or could reasonably be expected to have a Material Adverse Effect; provided, for purposes of disclosure, the Credit Parties have described the litigation set forth on Exhibit K; (e) No Governmental Action by any “price reset” Governmental Authority or other material change in authorization, registration, consent, approval, waiver, notice or other modification action by, to the terms or of any Indebtednessother Person pursuant to any Legal Requirement, Equity Interests contract, indenture, instrument or agreement or for any other securities reason is required to authorize or is required in connection with (i) the execution, delivery or performance of any Credit Party; Operative Agreement, (ii) the legality, validity, binding effect or enforceability of any Operative Agreement, (iii) the acquisition, ownership, construction, completion, occupancy, operation, leasing or subleasing of any Property or (iv) result any Advance, in each case, except those which have been obtained and are in full force and effect; (f) Upon the execution and delivery of each Lease Supplement to the Lease, (i) the Lessee will have unconditionally accepted the Property subject to the Lease Supplement and will have a violation valid and subsisting leasehold interest in such Property, subject only to the Permitted Liens, and (ii) no offset will exist with respect to any Rent or other sums payable under the Lease; (g) Except as otherwise contemplated by the Operative Agreements, the Construction Agent shall not use the proceeds of any lawHolder Advance or Loan for any purpose other than the purchase and/or lease of the Properties, rulethe acquisition, regulationinstallation and testing of the Equipment, orderthe construction of Improvements and the payment of Transaction Expenses and the fees, judgment or decree.expenses and other disbursements referenced in Sections 7.1(a) and 7.1(b) of this Agreement, in each case which accrue prior to the Rent Commencement Date with respect to a particular Property; (dh) All information heretofore or contemporaneously herewith furnished by each Credit Party or its Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder for purposes of or in connection with this Agreement and the transactions contemplated hereby is, and all information hereafter furnished by or on behalf of each Credit Party or its Subsidiaries to the Agent, the Owner Trustee, any Lender or any Holder pursuant hereto or in connection herewith will be, true and accurate in every material respect on the date as of which such information is dated or certified, and such information, taken as a whole, does not and will not omit to state any material fact necessary to make such information, taken as a whole, not misleading; (i) The principal place of business, chief executive office and office of the Construction Agent and the Lessee where the documents, accounts and records relating to the transactions contemplated by this Agreement and each other Operative Agreement are kept are located at 000 Xxxx Xxxxxx Xxxxxx, 000-0000, Xxxxxxxxxx, Xxxxxxxx Xxxxxx, Ohio 45201-2301, and the states of formation and the chief executive offices of each other Credit Party are located at the places set forth in Exhibit L; (j) The representations and warranties of each Credit Party set forth in any of the Operative Agreements are true and correct in all material respects on and as of each such date as if made on and as of such date. Each Credit Party is in all material respects in compliance with its obligations under the Operative Agreements and there exists no Default or Event of Default has occurred or under any of the Operative Agreements which is continuing and which has not been cured within any cure period expressly granted under the terms of the applicable Operative Agreement or otherwise waived in accordance with the applicable Operative Agreement. No Default or Event of Default will occur under any of the Operative Agreements as a result of, or after giving effect to, the Advance requested by the Requisition on the date of each Advance; (k) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property then being financed consists of (i) unimproved Land or (ii) Land and existing Improvements thereon which Improvements are either suitable for occupancy at the time of acquisition or ground leasing or will be renovated and/or modified in accordance with the terms of this Amendment Agreement. Each Property then being financed is located at the location set forth on the applicable Requisition, each of which is in one (1) of the Approved States; (l) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, the Lessor has good and marketable fee simple title to each Property, or, if any Property is the subject of a Ground Lease, the Lessor will have a valid ground leasehold interest enforceable against the ground lessor of such Property in accordance with the terms of such Ground Lease, subject only to (i) such Liens referenced in Sections 6.2(r)(i) and 6.2(r)(ii) on the applicable Property Closing Date and (ii) subject to Section 5.7, Permitted Liens after the applicable Property Closing Date; (m) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, no portion of any Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, or if any such Property is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other Transaction Document.applicable agency, then flood insurance has been obtained for such Property in accordance with Section 14.2(b) of the Lease and in accordance with the National Flood Insurance Act of 1968, as amended; (n) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property complies with all Insurance Requirements and all standards of Lessee with respect to similar properties owned by Lessee; (o) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, each Property complies with all Legal Requirements as of such date (including without limitation all zoning and land use laws and Environmental Laws), except to the extent that failure to comply therewith, individually or in the aggregate, shall not have and could not reasonably be expected to have a Material Adverse Effect; (p) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, all utility services and facilities necessary for the construction and operation of the Improvements and the installation and operation of the Equipment regarding each Property (including without limitation gas, electrical, water and sewage services and facilities) are available at the applicable Land or will be constructed prior to the Completion Date for such Property; (q) As of each Property Closing Date, the date of each subsequent Advance and the Rent Commencement Date only, acquisition, installation and testing of the Equipment (if any) and construction of the Improvements (if any) to such date shall have been performed in a good and workmanlike manner, substantially in accordance with the applicable Plans and Specifications; (i) The Security Documents create, as security for the Obligations (as such term is defined in the Security Agreement), valid and enforceable security interests in, and Liens on, all of the Collateral, in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements, and such security interests and Liens are subject to no other Liens other than Liens that are expressly set forth as title exceptions on the title commitment issued under Section 5.3(g) with respect to the applicable Property, to the extent such title commitment has been approved by the Agent. Upon recordation of the Mortgage Instrument in the real estate recording office in the applicable Approved State identified by the Construction Agent or the Lessee, the Lien created by the Mortgage Instrument in the real property described therein shall be a perfected first priority mortgage Lien on such real property (or, in the case of a Ground Lease, the leasehold estate under such Ground Lease) in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements. To the extent that the security interests in the portion of the Collateral comprised of personal property can be perfected by filing in the filing offices in the applicable Approved States or elsewhere identified by the Construction Agent or the Lessee, upon filing of the Lender Financing Statements in such filing offices, the security interests created by the Security Agreement shall be perfected first priority security interests in such personal property in favor of the Agent, for the ratable benefit of the Lenders and the Holders, as their respective interests appear in the Operative Agreements; (ii) The Lease Agreement creates, as security for the obligations of the Lessee under the Lease Agreement, valid and enforceable security interests in, and Liens on, each Property leased thereunder, in favor of the Lessor, and such security interests and Liens are subject to no other Liens other than Liens that are expressly set forth as title exceptions on the title commitment issued under

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantor represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Guarantor is a corporation duly organized, validly existing and, in the case of the Borrower, authorized to transact business under the laws of the State of its incorporation, and, in the case of the Guarantor, in good standing under the laws of the State of its incorporation. (b) The execution, delivery and performance by each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party (i) are within such Credit Party’s corporate powers, (ii) have been duly authorized by all necessary action required corporate action, (iii) do not contravene (A) such Credit Party’s charter or by-laws, as the case may be, or (B) any law, rule or regulation, or any material Contractual Obligation or legal restriction, binding on its partor affecting such Credit Party or any Material Subsidiary, as the case may be, and (iv) do not require the creation of any Lien on the property of such Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as (i) have been obtained or made and all documents that are in full force and instruments delivered in connection herewith effect or (ii) are not presently required under applicable law and have not yet been applied for. (d) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or similar other laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remediessubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (be) each The consolidated balance sheet of the representations Guarantor and warranties set forth its Subsidiaries as at September 30, 2010, and the related statements of income and retained earnings of the Guarantor and its Subsidiaries for the nine months then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of the Guarantor and its Subsidiaries as at such date and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (f) Since December 31, 2009, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties or of Columbia. (g) There is no pending or threatened action, proceeding or investigation affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement or any promissory notes executed pursuant hereto, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Material Subsidiaries, of all or a material portion of their respective businesses or assets. (h) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Loan or Letter of Credit hereunder will be used to buy or carry any Margin Stock. (i) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (j) Schedule B (Actuarial Information) to the 2009 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (k) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (m) No Credit Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. (n) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (o) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cp) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification returns on investment, or any other agreement that restricts the ability of such Subsidiary to the terms of make any Indebtednesspayment, Equity Interests directly or other securities of any indirectly, to such Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreeother than prohibitions and restrictions permitted to exist under Section 6.01(e). (dq) no Event of Default has occurred or is continuing under this Amendment The information, exhibits and reports furnished by the Guarantor or any other Transaction Documentof its Subsidiaries to the Administrative Agent or to any Lender in connection with the negotiation of, or compliance with, the Credit Documents, taken as a whole, do not contain any material misstatement of fact and do not omit to state a material fact or any fact necessary to make the statements contained therein not misleading in light of the circumstances made.

Representations and Warranties of the Credit Parties. To induce each Lender and the Agent to execute and deliver this Amendmentletter agreement, each Credit Party represents, warrants and covenants that: (a) The a. the execution, delivery and performance by each Credit Party of this Amendment letter agreement, the Payoff Letter, the Warrants (as amended hereby), the SPA Documents and all documents and instruments delivered in connection herewith and therewith have been duly authorized by all necessary action required on its partpart and no further consent or authorization is required by any Credit Party or their respective boards of directors (or similar governing bodies) or shareholders or other equity holders , and this Amendment letter agreement, the Payoff Letter, the Warrants (as amended hereby), the SPA Documents and all documents and instruments delivered in connection herewith are legal, valid and binding obligations obligation s of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ ' rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither b. neither the execution, delivery and performance of this Amendment letter agreement, the Payoff Letter, the Warrants (as amended hereby) or the SPA Documents nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s Party 's certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict withwith , or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “"price reset” " or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event . No Credit Party is required to obtain any consent, authorization or order of Default has occurred or is continuing make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency, including without limitation the Principal Market, in order for it to execute, deliver or perform any of its obligations under this Amendment or any other Transaction Documentletter agreement, the Payoff Letter, the Warrants (as amended hereby) or, except as expressly contemplated thereby, the SPA Documents.

Representations and Warranties of the Credit Parties. To induce the Agent to execute The Credit Parties hereby represent and deliver this Amendment, each Credit Party represents, warrants and covenants thatwarrant as follows: (a) The execution, delivery and performance by each Credit Party of this This Amendment and all documents the other Credit Documents executed and instruments delivered in connection herewith have been duly authorized by all necessary corporate action required on its partthe part of the Borrowers and the other Credit Parties party thereto, and this Amendment constitutes, and all documents upon execution and instruments delivered in connection herewith are delivery thereof such other Credit Documents will constitute, a legal, valid and binding obligations obligation of such the Borrowers and the other Credit Party Parties party thereto enforceable against the Borrowers and any such Credit Party in accordance with its terms terms, except as such enforceability may be limited by general principles of equity or (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation moratorium or other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies(ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each Credit Document to which it is a party has been duly executed and delivered on behalf of the Borrowers or the other Credit Parties, as the case may be. (b) each As of the date hereof and after giving effect to the terms of this Amendment and the consummation of the Bridge Facility, no Default or Event of Default has occurred and is continuing. (c) The representations and warranties set forth made by the Borrowers in the Transaction Documents is Amended Credit Agreement or any other Credit Document or which are contained in any certificate furnished in connection therewith are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects) on and as of the date hereof as if made on the and as of such date hereof, (except to the extent such representations and warranties for those which expressly relate to an earlier date, date in which case such representations and warranties shall be true and correct as of such earlier date, and each of ) after giving effect to the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance terms of this Amendment nor and the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreeBridge Facility. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that: (a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each Each of the representations and warranties set forth in the Transaction Credit Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Credit Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof. (c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock capital stock or other Equity Interests equity interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no No Event of Default has occurred or is continuing under this Amendment or any other Transaction Credit Document.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Credit Parties represents and deliver this Amendment, each Credit Party represents, warrants and covenants thatas follows: (a) The execution, delivery and performance by each such Credit Party of this Amendment and all the documents and instruments delivered in connection herewith to which such Credit Party is a party (i) are within such Credit Party's corporate powers and authority, have been duly authorized by all necessary corporate action required on and do not contravene (A) such Credit Party's Governing Documents, (B) any Requirement of Law applicable to it or any of its partproperties or (C) any franchise, license, permit, indenture, contract, lease, agreement, instrument or other commitment to which it is a party or by which it or any of its properties are bound, (ii) will not result in a Default or an Event of Default and this (iii) will not result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Credit Party (other than Liens permitted by the Credit Agreement). (b) This Amendment and all the documents and instruments delivered in connection herewith are to which such Credit Party is a party constitute the legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditor's rights generally and general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. (b) each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofequity. (c) Neither There is no pending or, to the executionbest of its knowledge, delivery and performance of threatened litigation, proceeding, inquiry or other action seeking an injunction or other restraining order, damages or other relief with respect to the transactions contemplated by this Amendment nor Amendment, the consummation of Tesa Purchase Agreement or the transactions contemplated hereby and thereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or 's other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decreebusiness activities. (d) no Event of Default Since March 31, 1998 there has occurred no material adverse change in the financial condition, operations, assets or is continuing under this Amendment or any other Transaction Documentprospects of the Credit Parties.

Representations and Warranties of the Credit Parties. To induce Each of the Agent to execute Borrower and deliver this Amendment, each Credit Party represents, the Guarantors represents and warrants and covenants thatas follows: (a) Each of the Borrower and the Guarantor 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 each of the Credit Party Parties of this Amendment and all documents and instruments delivered in connection herewith the Credit Documents to which it is a party are within such Credit Party's corporate powers, (i) have been duly authorized by all necessary action required corporate action, (ii) do not contravene (A) such Credit Party's charter or by-laws, as the case may be, or (B) any law, rule or regulation (including, without limitation, the Public Utility Holding Company Act of 1935, as amended), or any material Contractual Obligation or legal restriction, binding on its partor affecting any Credit Party or any Material Subsidiary, as the case may be, and (iii) do not require the creation of any Lien on the property of any Credit Party or any Material Subsidiary under any Contractual Obligation binding on or affecting such Credit Party or any Material Subsidiary. (c) No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by any Credit Party of this Amendment Agreement or any other Credit Document to which any of them is a party, except for such as have been obtained or made and all documents that are in full force and instruments delivered in connection herewith are effect. (d) Each Credit Document to which any Credit Party is a party is a legal, valid and binding obligations obligation of such Credit Party Party, enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or terms, subject to applicable bankruptcy, insolvency, reorganization, moratoriummoratorium or other laws affecting creditors' rights generally and subject to general principles of equity, liquidation regardless of whether considered in a proceeding in equity or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediesat law. (be) each The consolidated balance sheet of the representations Guarantor and warranties set forth its Subsidiaries as at September 30, 2003, and the related statements of income and retained earnings of the Guarantor and its Subsidiaries for the nine months then ended, copies of which have been made available or furnished to each Lender, fairly present (subject to year-end adjustments) the financial condition of the Guarantor and its Subsidiaries as at such date and the results of the operations of the Guarantor and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. (f) Since December 31, 2002, there has been no material adverse change in such condition or operations, or in the Transaction Documents is true and correct on and as business, assets, operations, condition (financial or otherwise) or prospects of any of the date hereof Credit Parties or of Columbia. (g) There is no pending or threatened action or proceeding affecting such Credit Party before any court, governmental agency or other Governmental Authority or arbitrator that (taking into account the exhaustion of appeals) would have a Material Adverse Effect, or that (i) purports to affect the legality, validity or enforceability of this Agreement, or (ii) seeks to prohibit the ownership or operation, by any Credit Party or any of their respective Subsidiaries, of all or a material portion of their respective businesses or assets. (h) The Guarantor and its Subsidiaries, taken as if a whole, do not hold or carry Margin Stock having an aggregate value in excess of 10% of the value of their consolidated assets, and no part of the proceeds of any Extension of Credit hereunder will be used to buy or carry any Margin Stock. (i) No ERISA Event has occurred, or is reasonably expected to occur, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. (j) Schedule B (Actuarial Information) to the 2002 Annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service and made on available or furnished to each Lender, is complete and accurate and fairly presents the funding status of such Plan, and since the date hereofof such Schedule B there has been no adverse change in such funding status which may reasonably be expected to have a Material Adverse Effect. (k) Neither the Guarantor nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan which may reasonably be expected to have a Material Adverse Effect. (l) Neither the Guarantor nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title VI of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in either such case, that could reasonably be expected to have a Material Adverse Effect. (m) No Credit Party is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. (n) The Guarantor is a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, registered in compliance therewith. (o) Each Credit Party has filed all tax returns (Federal, state and local) required to be filed by it and has paid or caused to be paid all taxes due for the periods covered thereby, including interest and penalties, except for any such taxes, interest or penalties which are being contested in good faith and by proper proceedings and in respect of which such Credit Party has set aside adequate reserves for the payment thereof in accordance with GAAP. (p) Each Credit Party and its Subsidiaries are and have been in compliance with all laws (including, without limitation, the Public Utility Holding Company Act of 1935, as amended, and all Environmental Laws), except to the extent such representations and warranties expressly relate that any failure to an earlier datebe in compliance, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, could not reasonably be expected to result in a Material Adverse Effect. (cq) Neither the execution, delivery and performance No Subsidiary of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in party to, or otherwise bound by, any “price reset” agreement that prohibits such Subsidiary from making any payments, directly or indirectly, to such Credit Party, by way of dividends, advances, repayment of loans or advances, reimbursements of management or other material change in intercompany charges, expenses and accruals or other modification to the terms of any Indebtednessreturns on investment, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree. (d) no Event of Default has occurred or is continuing under this Amendment or any other Transaction Documentagreement that restricts the ability of such Subsidiary to make any payment, directly or indirectly, to such Credit Party, other than prohibitions and restrictions permitted to exist under Section 6.01(e).

Representations and Warranties of the Credit Parties. To induce the Agent to execute and deliver this Amendment, each Each Credit Party represents, represents and warrants and covenants thatas follows: (a) Each Credit Party is duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its incorporation or formation and is in compliance with all applicable laws (including any Anti-Corruption Laws and including compliance with respect to each Plan but excluding those laws referred to in clauses (j), (k) and (l) below), except to the extent such non-compliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) The execution, delivery and performance by each Credit Party of this Amendment Agreement and all documents each other Loan Document to which it is a party, and instruments delivered in connection herewith the consummation of the transactions contemplated hereby, are within such Credit Party’s corporate or other powers, have been duly authorized by all necessary action required on its partcorporate or other action, and do not contravene (i) such Credit Party’s charter or bylaws (or equivalent documents) or (ii) any applicable law or contractual restriction binding on or affecting such Credit Party, except in the case of clause (ii) to the extent such contravention would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (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 due execution, delivery and performance by any Credit Party of this Amendment Agreement or each other Loan Document to which it is a party, except such as have been obtained or made and all documents are in full force and instruments effect. (d) This Agreement has been, and each other Loan Document when delivered in connection herewith are hereunder will have been duly executed and delivered by each Credit Party party thereto. This Agreement is, and each other Loan Document when delivered will be, the legal, valid and binding obligations obligation of such each Credit Party party thereto enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remediestheir respective terms. (be) each The consolidated balance sheet of the representations Borrower and warranties set forth its Subsidiaries as at December 31, 2014, and the related consolidated statements of operations 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 condensed consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2015, and the related condensed consolidated statements of operations 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 to each Lender, fairly present, subject in the Transaction Documents case of said balance sheet as at March 31, 2015, and said statements of operations and cash flows for the three months then ended, 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 generally accepted accounting principles consistently applied. (f) There is true and correct on and no pending or, to the knowledge of the Borrower, threatened action, suit, investigation, litigation or proceeding, including, without limitation, any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator that (i) is pending or, to the knowledge of the Borrower, threatened as of the date hereof Effective Date and is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document. (g) The Borrower is not, and immediately after the application by the Borrower of the proceeds of each Advance will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as if amended. (h) After giving effect to the application of the proceeds of each Advance, not more than 25% of the value of the assets of the Borrower and its Subsidiaries (as determined in good faith by the Borrower) subject to the provisions of Section 5.02(a) or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Debt and within the scope of Section 6.01(d), will consist of or be represented by Margin Stock. (i) All factual information furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document, included herein or therein or furnished hereunder or thereunder (as modified or supplemented by other information so furnished) does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. (j) Each of the Credit Parties and their Subsidiaries is in compliance with the FCPA. Neither the Borrower nor any of its Subsidiaries has made on a payment, offering, or promise to pay, or authorized the date hereofpayment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to the Borrower or its Subsidiary or to any other Person, in each case in violation of the FCPA. (k) None of the Borrower, any of its Subsidiaries or, to their knowledge, any of their respective directors or executive officers, is in violation of any Sanctions. None of the Borrower or any of its Subsidiaries, (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has assets located in Sanctioned Countries or (iii) derives its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. To the knowledge of the Borrower or its Subsidiaries, none of their respective directors or executive officers is a Sanctioned Person or a Sanctioned Entity. No proceeds of any Advance will be used (i) to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity in violation of any applicable Sanctions or Anti-Corruption Law or (ii) in any other manner that would cause any Lender to be in violation of any Sanctions. (l) Neither the Borrower nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.) (the “Trading with the Enemy Act”), as amended. Neither the Borrower nor any of its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) 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 or (c) the Patriot Act. None of the Credit Parties (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person. (m) The Borrower or its Subsidiaries are the owner of, or have a valid leasehold interest in, all of their respective real and personal property material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and none of such assets is subject to any Lien other than Permitted Liens or Liens permitted by Section 5.02(a). (n) Each of the Credit Parties and its Subsidiaries has filed, or caused to be filed, all income Tax returns and all other Tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of Taxes shown thereon to be due (including interest and penalties) and (b) all other Taxes, fees, assessments and other governmental charges (including mortgage recording Taxes, documentary stamp Taxes and intangibles Taxes) owing by it, except (i) Taxes that are not yet delinquent, (ii) Taxes that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP or (iii) to the extent such representations and warranties expressly relate that failure to an earlier datedo so would not reasonably be expected, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants individually or in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereofaggregate, to result in a Material Adverse Effect. (co) Neither Except as disclosed and except for instances that would not reasonably be expected, individually or in the executionaggregate, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall to have a Material Adverse Effect, (i) result the facilities and properties owned, leased or operated by the Credit Parties or any of their Subsidiaries (the “Properties”) are not contaminated with any Hazardous Materials in amounts or concentrations which (y) constitute a violation of, or (z) would reasonably be expected to subject any Credit Party to liability under any Environmental Law, (ii) the operations of the Credit Parties and/or their Subsidiaries at the Properties are in compliance, and have in the last five years been in compliance, with all Environmental Laws, (iii) neither the Credit Parties nor their Subsidiaries have received any unresolved written notice alleging responsibility for a violation, non-compliance, liability or potential liability of any Credit Party under Environmental Laws regarding any of the Properties or the Business, nor do the Credit Parties or their Subsidiaries have knowledge that any such notice will be received or is being threatened, (iv) to the knowledge of the Credit Parties, Hazardous Materials have not been transported or disposed of by or on behalf of any Credit Party in violation of, or in a violation manner that could reasonably be expected to give rise to liability on behalf of any Credit Party’s certificate , under any Environmental Law, and no Hazardous Materials have been generated, treated, stored or disposed of incorporationat, certificate on or under any of formation, bylaws, limited liability company agreement or other governing documentsthe Properties in violation of, or the terms of any Capital Stock or other Equity Interests in a manner that would reasonably be expected to give rise to liability on behalf of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) Party under, any Environmental Law and (v) no judicial proceeding or give governmental or administrative action is pending or, to others the knowledge of the Credit Parties and their Subsidiaries, threatened, under any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument Environmental Law to which any Credit Party or any Subsidiary is or is expected to be named as a party; (iii) result in party with respect to the Properties or the business operated by the Credit Parties or any “price reset” of their Subsidiaries, nor is any Credit Party or Subsidiary a party to any outstanding consent decrees or other material change in decrees, consent orders, administrative orders or other modification orders, in each case, by or with any governmental entity, under any Environmental Law with respect to the terms Properties or the business operated by the Credit Parties or any of their Subsidiaries. (p) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) no ERISA Event has occurred during the five‑year period prior to the date on which this representation is made or deemed made with respect to any IndebtednessPlan and (ii) neither the Borrower nor any of its ERISA Affiliates is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan. The present value of all accrued benefits under all Single Employer Plans taken in the aggregate (based on the assumptions used to fund such Plans) did not, Equity Interests as of the last annual valuation date prior to the date on which this representation is being made or deemed made, exceed by greater than $35,000,000 the value of the assets of such Plans taken in the aggregate allocable to such accrued benefits. (q) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) there are no strikes, walkouts, work stoppages or other securities labor difficulty pending or, to the knowledge of any Credit Party; , threatened against any Credit Party and (ii) no unfair labor practice complaint is pending against any Credit Party or (iv) result in a violation any of any law, rule, regulation, order, judgment or decreeits Subsidiaries. (dr) no Event As of Default has occurred or is continuing under this Amendment or any other Transaction Documentthe Effective Date, each Material Contract is, after giving effect to the transactions contemplated to occur on the Effective Date, in full force and effect.